Exhibit 6(iii) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K
MASTER DISTRIBUTION CONTRACT
FundManager Trust
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
November 29, 1996
Sutro & Co. Incorporated
Xxx Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Dear Sirs:
This will confirm the agreement between the undersigned (the
`Trust'') and you (the ``Distributor'') as follows:
1. The Trust is an open-end investment company organized as a
Delaware business trust and is authorized to issue shares of beneficial
interest (`Shares'') in separate series (or sub-trusts) (``Funds'') which
may be divided into one or more separate classes of shares of beneficial
interest (a `Class'') as may be established and designated by the Trustees
from time to time. This Master Distribution Contract (this `Contract'')
shall pertain to the Funds and Classes designated in supplements to this
Contract (`Supplements''), as further agreed between the Trust and the
Distributor. The Trust engages in the business of investing and
reinvesting the assets of each Fund or Class, as the case may be, in the
manner and in accordance with the investment objective and restrictions
specified in the currently effective Prospectus (the `Prospectus'')
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November 29, 1996
Page 2
relating to the Trust and each Fund or Class included in the Trust's
registration statement on Form N-1A, as amended from time to time (the
`Registered 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 Distributor. Any amendments to those documents shall
be furnished to the Distributor promptly. The Trust also has adopted a
Master Distribution Plan (and Supplements thereto) (the `Plan'') pursuant
to Rule 12b-1 under the 1940 Act with respect to certain Classes of certain
Funds.
2. The Distributor 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.
3. The Trust shall sell Shares to the Distributors for resale,
directly or through dealers, to the eligible investors as described in the
Prospectus. All orders through the Distributor 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 Distributor may sell and
distribute Shares of a Fund or Class in such manner not inconsistent with
the provisions hereof and the Trust's Prospectus with respect to that Fund
or Class as it may determine from time to time. In this connection, the
Distributor shall comply with all laws, rules and regulations applicable to
it, including, without limiting the generality of the foregoing, all
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November 29, 1996
Page 3
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 Distributor shall be
offered for sale and sold by the Distributor to designated investors at the
public offering price per Share specified and determined as provided in the
Prospectus (the `offering price''). The Trust shall determine and
promptly furnish to the Distributor 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 or Class' 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
Distributor, or all or any part thereof may be paid to a purchaser's
investment dealer, in accordance with the Prospectus.
7. The Distributor may provide shareholder services or, as agent for
the Trust, arrange for the provision of shareholder services be dealers,
banks or others. Such services may include providing personal services to
shareholders and maintaining shareholder accounts.
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8. The Trust shall furnish the Distributor from time to time, for use
in connection with the sale of Shares, such written information with
respect to the Trust as the Distributor 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 Distributor copies of its reports to its shareholders
and such additional information regarding the Trust's financial condition
as the Distributor 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 Distributor that
the Registration Statement and the Prospectus contain or will contain all
statements required to be stated therein 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 statements therein not
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Page 5
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 Distributor to do so, the Distributor 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 Distributor 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
Distributor 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 Distributor from time
to time such number of copies of the most recent form of the Prospectus
filed with the SEC as the Distributor may reasonably request. The Trust
authorizes the Distributor to use the Prospectus, in the form furnished to
it from time to time, in connection with the sale of Shares. The Trust
shall indemnify, defend and hold harmless the Distributor, its officers and
Trustees and any person who controls the Distributor 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,
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demands or liabilities and any counsel fees incurred in connection
therewith) which the Distributor, 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 therein either not misleading. This Contract shall not be
construed to protect the Distributor against any liability to the Trust or
its shareholders to which the Distributor 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 agreement is
expressly conditioned upon the Trust being notified of any action brought
against the Distributor, 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 Distributor.
If the Trust elects to assume the defense of any such suit and retain
counsel approved by the Distributor, the defendant or defendants in such
suit shall bear the fees and expenses of any additional counsel retained by
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November 29, 1996
Page 7
any of them, but in case the Trust does not elect to assume the defense of
any such suit, or in case the Distributor does not approve of counsel
chosen by the Trust, the Trust will reimburse the Distributor, 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 Distributor or them. In addition, the Distributor 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 Distributor
against the Trust hereunder if in the reasonable judgment of the
Distributor it is advisable for the Distributor, 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
Distributor, its officers and Trustees or any such controlling person.
This indemnity agreement shall inure exclusively to the benefit of the
Distributor and its successors, its officers and directors and their
respective estates and any such controlling persons and their successors
and estates. The Trust shall promptly notify the Distributor of the
commencement of any litigation or proceedings against it in connection with
the issue and sale of any Shares.
11.The Distributor 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
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November 29, 1996
Page 8
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 Distributor 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. This
indemnity agreement is expressly conditioned upon the Distributor 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 Distributor at its principal office and sent
to the Distributor 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 Distributor of any such action
shall not relieve the Distributor 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 Distributor's part
otherwise than on account of the indemnity agreement contained in this
paragraph. The Distributor 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 Distributor'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.
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Page 9
00.Xx Shares shall be sold to the Distributor or by the Trust under
this Contract and no orders for the purchase of Shares shall be confirmed
or accepted by the Trust if an 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 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 1933
Act.
13.The Trust agrees to advise the Distributor 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 the change in either thereof in order to make the
statements therein not misleading; and
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November 29, 1996
Page 10
(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 1933 Act.
15.The Distributor 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 Distributor of any of its responsibilities or obligations
to the Trust under this Contract.
16.(a) The Distributor 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 Distributor 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 1940 Act, (iii)
amendments of the Registration Statement subsequent to the initial public
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November 29, 1996
Page 11
offering of Shares, (iv) qualification of Shares for sale in jurisdictions
designated by the Distributor, (v) qualification of the Trust as a dealer
or broker under the laws of jurisdictions designated by the Distributor,
(vi) qualification of the Trust as a foreign corporation authorized to do
business in any jurisdiction if the Distributor 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 Distributor.
17.The Distributor will render all services hereunder without
compensation or reimbursement, except that the Distributor shall receive
such compensation or reimbursement in the form of (i) any reimbursement as
is provided for by a plan, (ii) such other reimbursement as is expressly
permitted under this Contract, and (iii) applicable dealer reallowances
described in the Prospectus.
18.This Contract, and any Supplement, shall become effective with
respect to a Fund or Class on the date specified in its Supplement, and
shall continue in effect until such time as there shall remain no unsold
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Page 12
balance of Shares for such Fund or Class, as the case may be, registered
under the 1933 Act, provided that this Contract shall continue in effect
with respect to such Fund or Class for a period of more than two years from
such date specified in its 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 outstanding voting securities
(as defined in the 1940 Act) of the Fund or Class, as the case may be, 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 1940 Act) 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 1940 Act) and who have no direct
or indirect financial interest in the operation of this Contract or by vote
of a majority of the appropriate outstanding voting securities (as defined
in the 1940 Act) of the Fund or Class, upon 60 days' written notice to the
Distributor and by the Distributor upon 60 days' written notice to the
Trust.
19.Except to the extent necessary to perform the Distributor's
obligations under this Contract, nothing herein shall be deemed to limit or
restrict the right of the Distributor, or any affiliate of the Distributor,
or any employee of the Distributor 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.
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20.The Master Trust Agreement establishing the Trust, dated February
7, 1995 (the `Trust Agreement'') provides that the name ``FundManager
Trust''refers to the Trustees under the Trust Agreement 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 State of Delaware.
If the foregoing correctly sets forth the agreement between the Trust
and the Distributor, please so indicate by signing and returning to the
Trust the enclosed copy hereof.
Very truly yours,
FUNDMANAGER TRUST
By:/s/Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: President
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November 29, 1996
Page 14
ACCEPTED:
Sutro & Co. Incorporated
By:
Name:
Title:
If the foregoing correctly sets forth the agreement between the Trust
and the Distributor, please so indicate by signing and returning to the
Trust the enclosed copy hereof.
Very truly yours,
FUNDMANAGER TRUST
By:
Name:
Title:
ACCEPTED:
Sutro & Co. Incorporated
Sutro & Co. Incorporated
November 29, 1996
Page 15
By:
Name:
Title:
DISTRIBUTION CONTRACT SUPPLEMENT
FundManager Trust
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
November 29, 1996
Sutro & Co. Incorporated
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Re: Aggressive Growth Fund
Dear Sirs:
This will confirm the agreement between the undersigned (the
`Trust'') and you (the ``Distributor'') as follows:
1.The Trust is an open-end management investment company organized as
a Delaware business trust which consists of separate series (or sub-trusts)
of shares of beneficial interest which may be divided into one or more
classes of shares of beneficial interest as may be established and
designated by the Trustees from time to time. Aggressive Growth Fund (the
`Fund'') is a separate series of the Trust with a class (``Class'') of
shares of beneficial interest designated as Financial Adviser Class shares
(`Shares'').
2.The Trust and the Distributor have entered into a Master
Distribution Contract (the `Contract'') pursuant to which the Distributor
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November 29, 1996
Page 2
has agreed to be the distributor of the shares of beneficial interest of
such series and classes as shall be designated from time to time by the
Trustees of the Trust in any Supplement to the Contract.
0.Xx provided in paragraph 1 of the Contract, the Trust hereby adopts
the Contract with respect to the Fund's Shares, and the Distributor hereby
acknowledges that the Contract shall pertain to the Shares of 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 Aggressive Growth Fund. The term
`Shares'' as used in the Contract shall, for the purposes of this
Supplement pertain to the Shares of the Fund.
5.This Supplement and the Contract shall become effective with
respect to the Trust and the Shares of the Fund on November 29, 1996 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 Shares of
the Fund for a period of more than two years 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 outstanding voting securities (as defined in the 1940 Act)
of the Class, 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
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Page 2
who are not parties to the Contract or `interested persons'' (as defined
in the 1940 Act) 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 1940 Act) and who have no direct or indirect
financial interest in the operation of this Contract or by vote of a
majority of the outstanding voting securities (as defined in the 1940 Act)
of the Class upon 60 days' written notice to the Distributor and by the
Distributor upon 60 days' written notice to the Trust.
If the foregoing correctly set forth the agreement between the Trust
and the Distributor, please so indicate by signing and returning to the
Trust the enclosed copy hereof
Very truly yours,
FUNDMANAGER TRUST
By:/s/Xxxxxxx X. Xxxxxx
Accepted:
Sutro & Co. Incorporated
Sutro & Co. Incorporated
November 29, 1996
Page 2
By:
5.This Supplement and the Contract shall become effective with
respect to the Trust and the Shares of the Fund on November 29, 1996 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 Shares of
the Fund for a period of more than two years 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 outstanding voting securities (as defined in the 1940 Act)
of the Class, 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 1940 Act) 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 1940 Act) and who have no direct or indirect
financial interest in the operation of this Contract or by vote of a
majority of the outstanding voting securities (as defined in the 1940 Act)
of the Class upon 60 days' written notice to the Distributor and by the
Distributor upon 60 days' written notice to the Trust.
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November 29, 1996
Page 2
If the foregoing correctly set forth the agreement between the Trust
and the Distributor, please so indicate by signing and returning to the
Trust the enclosed copy hereof
Very truly yours,
FUNDMANAGER TRUST
By:
Accepted:
Sutro & Co. Incorporated
By:
DISTRIBUTION CONTRACT SUPPLEMENT
FundManager Trust
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
November 29, 1996
Sutro & Co. Incorporated
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Re: Growth Fund
Dear Sirs:
This will confirm the agreement between the undersigned (the
`Trust'') and you (the ``Distributor'') as follows:
1.The Trust is an open-end management investment company organized as
a Delaware business trust which consists of separate series (or sub-trusts)
of shares of beneficial interest which may be divided into one or more
classes of shares of beneficial interest as may be established and
designated by the Trustees from time to time. Growth Fund (the `Fund'') is
a separate series of the Trust with a class (`Class'') of shares of
beneficial interest designated as Financial Adviser Class shares
(`Shares'').
2.The Trust and the Distributor have entered into a Master
Distribution Contract (the `Contract'') pursuant to which the Distributor
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November 29, 1996
Page 2
has agreed to be the distributor of the shares of beneficial interest of
such series and classes as shall be designated from time to time by the
Trustees of the Trust in any Supplement to the Contract.
0.Xx provided in paragraph 1 of the Contract, the Trust hereby adopts
the Contract with respect to the Fund's Shares, and the Distributor hereby
acknowledges that the Contract shall pertain to the Shares of 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 Growth Fund. The term `Shares'' as used
in the Contract shall, for the purposes of this Supplement pertain to the
Shares of the Fund.
5.This Supplement and the Contract shall become effective with
respect to the Trust and the Shares of the Fund on November 29, 1996 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 Shares of
the Fund for a period of more than two years 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 outstanding voting securities (as defined in the 1940 Act)
of the Class, 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
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November 29, 1996
Page 2
who are not parties to the Contract or `interested persons'' (as defined
in the 1940 Act) 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 1940 Act) and who have no direct or indirect
financial interest in the operation of this Contract or by vote of a
majority of the outstanding voting securities (as defined in the 1940 Act)
of the Class upon 60 days' written notice to the Distributor and by the
Distributor upon 60 days' written notice to the Trust.
If the foregoing correctly set forth the agreement between the Trust
and the Distributor, please so indicate by signing and returning to the
Trust the enclosed copy hereof
Very truly yours,
FUNDMANAGER TRUST
By:/s/Xxxxxxx X. Xxxxxx
Accepted:
Sutro & Co. Incorporated
Sutro & Co. Incorporated
November 29, 1996
Page 2
By:
5.This Supplement and the Contract shall become effective with
respect to the Trust and the Shares of the Fund on November 29, 1996 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 Shares of
the Fund for a period of more than two years 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 outstanding voting securities (as defined in the 1940 Act)
of the Class, 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 1940 Act) 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 1940 Act) and who have no direct or indirect
financial interest in the operation of this Contract or by vote of a
majority of the outstanding voting securities (as defined in the 1940 Act)
of the Class upon 60 days' written notice to the Distributor and by the
Distributor upon 60 days' written notice to the Trust.
Sutro & Co. Incorporated
November 29, 1996
Page 2
If the foregoing correctly set forth the agreement between the Trust
and the Distributor, please so indicate by signing and returning to the
Trust the enclosed copy hereof
Very truly yours,
FUNDMANAGER TRUST
By:
Accepted:
Sutro & Co. Incorporated
By:
DISTRIBUTION CONTRACT SUPPLEMENT
FundManager Trust
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
November 29, 1996
Sutro & Co. Incorporated
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Re: Growth & Income Fund
Dear Sirs:
This will confirm the agreement between the undersigned (the
`Trust'') and you (the ``Distributor'') as follows:
1.The Trust is an open-end management investment company organized as
a Delaware business trust which consists of separate series (or sub-trusts)
of shares of beneficial interest which may be divided into one or more
classes of shares of beneficial interest as may be established and
designated by the Trustees from time to time. Growth & Income Fund (the
`Fund'') is a separate series of the Trust with a class (``Class'') of
shares of beneficial interest designated as Financial Adviser Class shares
(`Shares'').
2.The Trust and the Distributor have entered into a Master
Distribution Contract (the `Contract'') pursuant to which the Distributor
Sutro & Co. Incorporated
November 29, 1996
Page 2
has agreed to be the distributor of the shares of beneficial interest of
such series and classes as shall be designated from time to time by the
Trustees of the Trust in any Supplement to the Contract.
0.Xx provided in paragraph 1 of the Contract, the Trust hereby adopts
the Contract with respect to the Fund's Shares, and the Distributor hereby
acknowledges that the Contract shall pertain to the Shares of 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 Growth & Income Fund. The term `Shares''
as used in the Contract shall, for the purposes of this Supplement pertain
to the Shares of the Fund.
5.This Supplement and the Contract shall become effective with
respect to the Trust and the Shares of the Fund on November 29, 1996 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 Shares of
the Fund for a period of more than two years 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 outstanding voting securities (as defined in the 1940 Act)
of the Class, 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
Sutro & Co. Incorporated
November 29, 1996
Page 2
who are not parties to the Contract or `interested persons'' (as defined
in the 1940 Act) 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 1940 Act) and who have no direct or indirect
financial interest in the operation of this Contract or by vote of a
majority of the outstanding voting securities (as defined in the 1940 Act)
of the Class upon 60 days' written notice to the Distributor and by the
Distributor upon 60 days' written notice to the Trust.
If the foregoing correctly set forth the agreement between the Trust
and the Distributor, please so indicate by signing and returning to the
Trust the enclosed copy hereof
Very truly yours,
FUNDMANAGER TRUST
By:/s/Xxxxxxx X. Xxxxxx
Accepted:
Sutro & Co. Incorporated
Sutro & Co. Incorporated
November 29, 1996
Page 2
By:
5.This Supplement and the Contract shall become effective with
respect to the Trust and the Shares of the Fund on November 29, 1996 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 Shares of
the Fund for a period of more than two years 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 outstanding voting securities (as defined in the 1940 Act)
of the Class, 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 1940 Act) 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 1940 Act) and who have no direct or indirect
financial interest in the operation of this Contract or by vote of a
majority of the outstanding voting securities (as defined in the 1940 Act)
of the Class upon 60 days' written notice to the Distributor and by the
Distributor upon 60 days' written notice to the Trust.
Sutro & Co. Incorporated
November 29, 1996
Page 2
If the foregoing correctly set forth the agreement between the Trust
and the Distributor, please so indicate by signing and returning to the
Trust the enclosed copy hereof
Very truly yours,
FUNDMANAGER TRUST
By:
Accepted:
Sutro & Co. Incorporated
By:
DISTRIBUTION CONTRACT SUPPLEMENT
FundManager Trust
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
November 29, 1996
Sutro & Co. Incorporated
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Re: Bond Fund
Dear Sirs:
This will confirm the agreement between the undersigned (the
`Trust'') and you (the ``Distributor'') as follows:
1.The Trust is an open-end management investment company organized as
a Delaware business trust which consists of separate series (or sub-trusts)
of shares of beneficial interest which may be divided into one or more
classes of shares of beneficial interest as may be established and
designated by the Trustees from time to time. Bond Fund (the `Fund'') is a
separate series of the Trust with a class (`Class'') of shares of
beneficial interest designated as Financial Adviser Class shares
(`Shares'').
2.The Trust and the Distributor have entered into a Master
Distribution Contract (the `Contract'') pursuant to which the Distributor
Sutro & Co. Incorporated
November 29, 1996
Page 2
has agreed to be the distributor of the shares of beneficial interest of
such series and classes as shall be designated from time to time by the
Trustees of the Trust in any Supplement to the Contract.
0.Xx provided in paragraph 1 of the Contract, the Trust hereby adopts
the Contract with respect to the Fund's Shares, and the Distributor hereby
acknowledges that the Contract shall pertain to the Shares of 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 Bond Fund. The term `Shares'' as used in
the Contract shall, for the purposes of this Supplement pertain to the
Shares of the Fund.
5.This Supplement and the Contract shall become effective with
respect to the Trust and the Shares of the Fund on November 29, 1996 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 Shares of
the Fund for a period of more than two years 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 outstanding voting securities (as defined in the 1940 Act)
of the Class, 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
Sutro & Co. Incorporated
November 29, 1996
Page 2
who are not parties to the Contract or `interested persons'' (as defined
in the 1940 Act) 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 1940 Act) and who have no direct or indirect
financial interest in the operation of this Contract or by vote of a
majority of the outstanding voting securities (as defined in the 1940 Act)
of the Class upon 60 days' written notice to the Distributor and by the
Distributor upon 60 days' written notice to the Trust.
If the foregoing correctly set forth the agreement between the Trust
and the Distributor, please so indicate by signing and returning to the
Trust the enclosed copy hereof
Very truly yours,
FUNDMANAGER TRUST
By:/s/Xxxxxxx X. Xxxxxx
Accepted:
Sutro & Co. Incorporated
Sutro & Co. Incorporated
November 29, 1996
Page 2
By:
5.This Supplement and the Contract shall become effective with
respect to the Trust and the Shares of the Fund on November 29, 1996 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 Shares of
the Fund for a period of more than two years 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 outstanding voting securities (as defined in the 1940 Act)
of the Class, 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 1940 Act) 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 1940 Act) and who have no direct or indirect
financial interest in the operation of this Contract or by vote of a
majority of the outstanding voting securities (as defined in the 1940 Act)
of the Class upon 60 days' written notice to the Distributor and by the
Distributor upon 60 days' written notice to the Trust.
Sutro & Co. Incorporated
November 29, 1996
Page 2
If the foregoing correctly set forth the agreement between the Trust
and the Distributor, please so indicate by signing and returning to the
Trust the enclosed copy hereof
Very truly yours,
FUNDMANAGER TRUST
By:
Accepted:
Sutro & Co. Incorporated
By:
DISTRIBUTION CONTRACT SUPPLEMENT
FundManager Trust
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
November 29, 1996
Sutro & Co. Incorporated
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Re: Managed Total Return Fund
Dear Sirs:
This will confirm the agreement between the undersigned (the
`Trust'') and you (the ``Distributor'') as follows:
1.The Trust is an open-end management investment company organized as
a Delaware business trust which consists of separate series (or sub-trusts)
of shares of beneficial interest which may be divided into one or more
classes of shares of beneficial interest as may be established and
designated by the Trustees from time to time. Managed Total Return Fund
(the `Fund'') is a separate series of the Trust with a class (``Class'') of
shares of beneficial interest designated as Financial Adviser Class shares
(`Shares'').
2.The Trust and the Distributor have entered into a Master
Distribution Contract (the `Contract'') pursuant to which the Distributor
Sutro & Co. Incorporated
November 29, 1996
Page 2
has agreed to be the distributor of the shares of beneficial interest of
such series and classes as shall be designated from time to time by the
Trustees of the Trust in any Supplement to the Contract.
0.Xx provided in paragraph 1 of the Contract, the Trust hereby adopts
the Contract with respect to the Fund's Shares, and the Distributor hereby
acknowledges that the Contract shall pertain to the Shares of 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 Managed Total Return Fund. The term
`Shares'' as used in the Contract shall, for the purposes of this
Supplement pertain to the Shares of the Fund.
5.This Supplement and the Contract shall become effective with
respect to the Trust and the Shares of the Fund on November 29, 1996 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 Shares of
the Fund for a period of more than two years 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 outstanding voting securities (as defined in the 1940 Act)
of the Class, 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
Sutro & Co. Incorporated
November 29, 1996
Page 2
who are not parties to the Contract or `interested persons'' (as defined
in the 1940 Act) 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 1940 Act) and who have no direct or indirect
financial interest in the operation of this Contract or by vote of a
majority of the outstanding voting securities (as defined in the 1940 Act)
of the Class upon 60 days' written notice to the Distributor and by the
Distributor upon 60 days' written notice to the Trust.
If the foregoing correctly set forth the agreement between the Trust
and the Distributor, please so indicate by signing and returning to the
Trust the enclosed copy hereof
Very truly yours,
FUNDMANAGER TRUST
By:/s/Xxxxxxx X. Xxxxxx
Accepted:
Sutro & Co. Incorporated
Sutro & Co. Incorporated
November 29, 1996
Page 2
By:
5.This Supplement and the Contract shall become effective with
respect to the Trust and the Shares of the Fund on November 29, 1996 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 Shares of
the Fund for a period of more than two years 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 outstanding voting securities (as defined in the 1940 Act)
of the Class, 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 1940 Act) 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 1940 Act) and who have no direct or indirect
financial interest in the operation of this Contract or by vote of a
majority of the outstanding voting securities (as defined in the 1940 Act)
of the Class upon 60 days' written notice to the Distributor and by the
Distributor upon 60 days' written notice to the Trust.
Sutro & Co. Incorporated
November 29, 1996
Page 2
If the foregoing correctly set forth the agreement between the Trust
and the Distributor, please so indicate by signing and returning to the
Trust the enclosed copy hereof
Very truly yours,
FUNDMANAGER TRUST
By:
Accepted:
Sutro & Co. Incorporated
By:
DISTRIBUTION CONTRACT SUPPLEMENT
FundManager Trust
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
November 29, 1996
Sutro & Co. Incorporated
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Re: Aggressive Growth Fund
Dear Sirs:
This will confirm the agreement between the undersigned (the
`Trust'') and you (the ``Distributor'') as follows:
1.The Trust is an open-end management investment company organized as
a Delaware business trust which consists of separate series (or sub-trusts)
of shares of beneficial interest which may be divided into one or more
classes of shares of beneficial interest as may be established and
designated by the Trustees from time to time. Aggressive Growth Fund (the
`Fund'') is a separate series of the Trust with a class (``Class'') of
shares of beneficial interest designated as No-Load Class shares
(`Shares'').
2.The Trust and the Distributor have entered into a Master
Distribution Contract (the `Contract'') pursuant to which the Distributor
Sutro & Co. Incorporated
November 29, 1996
Page 2
has agreed to be the distributor of the shares of beneficial interest of
such series and classes as shall be designated from time to time by the
Trustees of the Trust in any Supplement to the Contract.
0.Xx provided in paragraph 1 of the Contract, the Trust hereby adopts
the Contract with respect to the Fund's Shares, and the Distributor hereby
acknowledges that the Contract shall pertain to the Shares of 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 Aggressive Growth Fund. The term
`Shares'' as used in the Contract shall, for the purposes of this
Supplement pertain to the Shares of the Fund.
5.This Supplement and the Contract shall become effective with
respect to the Trust and the Shares of the Fund on November 29, 1996 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 Shares of
the Fund for a period of more than two years 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 outstanding voting securities (as defined in the 1940 Act)
of the Class, 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
Sutro & Co. Incorporated
November 29, 1996
Page 2
who are not parties to the Contract or `interested persons'' (as defined
in the 1940 Act) 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 1940 Act) and who have no direct or indirect
financial interest in the operation of this Contract or by vote of a
majority of the outstanding voting securities (as defined in the 1940 Act)
of the Class upon 60 days' written notice to the Distributor and by the
Distributor upon 60 days' written notice to the Trust.
If the foregoing correctly set forth the agreement between the Trust
and the Distributor, please so indicate by signing and returning to the
Trust the enclosed copy hereof
Very truly yours,
FUNDMANAGER TRUST
By:/s/Xxxxxxx X. Xxxxxx
Accepted:
Sutro & Co. Incorporated
Sutro & Co. Incorporated
November 29, 1996
Page 2
By:
5.This Supplement and the Contract shall become effective with
respect to the Trust and the Shares of the Fund on November 29, 1996 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 Shares of
the Fund for a period of more than two years 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 outstanding voting securities (as defined in the 1940 Act)
of the Class, 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 1940 Act) 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 1940 Act) and who have no direct or indirect
financial interest in the operation of this Contract or by vote of a
majority of the outstanding voting securities (as defined in the 1940 Act)
of the Class upon 60 days' written notice to the Distributor and by the
Distributor upon 60 days' written notice to the Trust.
Sutro & Co. Incorporated
November 29, 1996
Page 2
If the foregoing correctly set forth the agreement between the Trust
and the Distributor, please so indicate by signing and returning to the
Trust the enclosed copy hereof
Very truly yours,
FUNDMANAGER TRUST
By:
Accepted:
Sutro & Co. Incorporated
By:
DISTRIBUTION CONTRACT SUPPLEMENT
FundManager Trust
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
November 29, 1996
Sutro & Co. Incorporated
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Re: Growth Fund
Dear Sirs:
This will confirm the agreement between the undersigned (the
`Trust'') and you (the ``Distributor'') as follows:
1.The Trust is an open-end management investment company organized as
a Delaware business trust which consists of separate series (or sub-trusts)
of shares of beneficial interest which may be divided into one or more
classes of shares of beneficial interest as may be established and
designated by the Trustees from time to time. Growth Fund (the `Fund'') is
a separate series of the Trust with a class (`Class'') of shares of
beneficial interest designated as No-Load Class shares (`Shares'').
2.The Trust and the Distributor have entered into a Master
Distribution Contract (the `Contract'') pursuant to which the Distributor
has agreed to be the distributor of the shares of beneficial interest of
Sutro & Co. Incorporated
November 29, 1996
Page 2
such series and classes as shall be designated from time to time by the
Trustees of the Trust in any Supplement to the Contract.
0.Xx provided in paragraph 1 of the Contract, the Trust hereby adopts
the Contract with respect to the Fund's Shares, and the Distributor hereby
acknowledges that the Contract shall pertain to the Shares of 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 Growth Fund. The term `Shares'' as used
in the Contract shall, for the purposes of this Supplement pertain to the
Shares of the Fund.
5.This Supplement and the Contract shall become effective with
respect to the Trust and the Shares of the Fund on November 29, 1996 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 Shares of
the Fund for a period of more than two years 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 outstanding voting securities (as defined in the 1940 Act)
of the Class, 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
Sutro & Co. Incorporated
November 29, 1996
Page 2
in the 1940 Act) 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 1940 Act) and who have no direct or indirect
financial interest in the operation of this Contract or by vote of a
majority of the outstanding voting securities (as defined in the 1940 Act)
of the Class upon 60 days' written notice to the Distributor and by the
Distributor upon 60 days' written notice to the Trust.
If the foregoing correctly set forth the agreement between the Trust
and the Distributor, please so indicate by signing and returning to the
Trust the enclosed copy hereof
Very truly yours,
FUNDMANAGER TRUST
By:/s/Xxxxxxx X. Xxxxxx
Accepted:
Sutro & Co. Incorporated
By:
Sutro & Co. Incorporated
November 29, 1996
Page 2
5.This Supplement and the Contract shall become effective with
respect to the Trust and the Shares of the Fund on November 29, 1996 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 Shares of
the Fund for a period of more than two years 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 outstanding voting securities (as defined in the 1940 Act)
of the Class, 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 1940 Act) 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 1940 Act) and who have no direct or indirect
financial interest in the operation of this Contract or by vote of a
majority of the outstanding voting securities (as defined in the 1940 Act)
of the Class upon 60 days' written notice to the Distributor and by the
Distributor upon 60 days' written notice to the Trust.
If the foregoing correctly set forth the agreement between the Trust
and the Distributor, please so indicate by signing and returning to the
Trust the enclosed copy hereof
Sutro & Co. Incorporated
November 29, 1996
Page 2
Very truly yours,
FUNDMANAGER TRUST
By:
Accepted:
Sutro & Co. Incorporated
By:
DISTRIBUTION CONTRACT SUPPLEMENT
FundManager Trust
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
November 29, 1996
Sutro & Co. Incorporated
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Re: Growth & Income Fund
Dear Sirs:
This will confirm the agreement between the undersigned (the
`Trust'') and you (the ``Distributor'') as follows:
1.The Trust is an open-end management investment company organized as
a Delaware business trust which consists of separate series (or sub-trusts)
of shares of beneficial interest which may be divided into one or more
classes of shares of beneficial interest as may be established and
designated by the Trustees from time to time. Growth & Income Fund (the
`Fund'') is a separate series of the Trust with a class (``Class'') of
shares of beneficial interest designated as No-Load Class shares
(`Shares'').
2.The Trust and the Distributor have entered into a Master
Distribution Contract (the `Contract'') pursuant to which the Distributor
Sutro & Co. Incorporated
November 29, 1996
Page 2
has agreed to be the distributor of the shares of beneficial interest of
such series and classes as shall be designated from time to time by the
Trustees of the Trust in any Supplement to the Contract.
0.Xx provided in paragraph 1 of the Contract, the Trust hereby adopts
the Contract with respect to the Fund's Shares, and the Distributor hereby
acknowledges that the Contract shall pertain to the Shares of 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 Growth & Income Fund. The term `Shares''
as used in the Contract shall, for the purposes of this Supplement pertain
to the Shares of the Fund.
5.This Supplement and the Contract shall become effective with
respect to the Trust and the Shares of the Fund on November 29, 1996 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 Shares of
the Fund for a period of more than two years 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 outstanding voting securities (as defined in the 1940 Act)
of the Class, 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
Sutro & Co. Incorporated
November 29, 1996
Page 2
who are not parties to the Contract or `interested persons'' (as defined
in the 1940 Act) 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 1940 Act) and who have no direct or indirect
financial interest in the operation of this Contract or by vote of a
majority of the outstanding voting securities (as defined in the 1940 Act)
of the Class upon 60 days' written notice to the Distributor and by the
Distributor upon 60 days' written notice to the Trust.
If the foregoing correctly set forth the agreement between the Trust
and the Distributor, please so indicate by signing and returning to the
Trust the enclosed copy hereof
Very truly yours,
FUNDMANAGER TRUST
By:/s/Xxxxxxx X. Xxxxxx
Accepted:
Sutro & Co. Incorporated
Sutro & Co. Incorporated
November 29, 1996
Page 2
By:
5.This Supplement and the Contract shall become effective with
respect to the Trust and the Shares of the Fund on November 29, 1996 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 Shares of
the Fund for a period of more than two years 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 outstanding voting securities (as defined in the 1940 Act)
of the Class, 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 1940 Act) 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 1940 Act) and who have no direct or indirect
financial interest in the operation of this Contract or by vote of a
majority of the outstanding voting securities (as defined in the 1940 Act)
of the Class upon 60 days' written notice to the Distributor and by the
Distributor upon 60 days' written notice to the Trust.
Sutro & Co. Incorporated
November 29, 1996
Page 2
If the foregoing correctly set forth the agreement between the Trust
and the Distributor, please so indicate by signing and returning to the
Trust the enclosed copy hereof
Very truly yours,
FUNDMANAGER TRUST
By:
Accepted:
Sutro & Co. Incorporated
By:
DISTRIBUTION CONTRACT SUPPLEMENT
FundManager Trust
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
November 29, 1996
Sutro & Co. Incorporated
Xxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Re: Bond Fund
Dear Sirs:
This will confirm the agreement between the undersigned (the
`Trust'') and you (the ``Distributor'') as follows:
1.The Trust is an open-end management investment company organized as
a Delaware business trust which consists of separate series (or sub-trusts)
of shares of beneficial interest which may be divided into one or more
classes of shares of beneficial interest as may be established and
designated by the Trustees from time to time. Bond Fund (the `Fund'') is a
separate series of the Trust with a class (`Class'') of shares of
beneficial interest designated as No-Load Class shares (`Shares'').
2.The Trust and the Distributor have entered into a Master
Distribution Contract (the `Contract'') pursuant to which the Distributor
has agreed to be the distributor of the shares of beneficial interest of
Sutro & Co. Incorporated
November 29, 1996
Page 2
such series and classes as shall be designated from time to time by the
Trustees of the Trust in any Supplement to the Contract.
0.Xx provided in paragraph 1 of the Contract, the Trust hereby adopts
the Contract with respect to the Fund's Shares, and the Distributor hereby
acknowledges that the Contract shall pertain to the Shares of 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 Bond Fund. The term `Shares'' as used in
the Contract shall, for the purposes of this Supplement pertain to the
Shares of the Fund.
5.This Supplement and the Contract shall become effective with
respect to the Trust and the Shares of the Fund on November 29, 1996 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 Shares of
the Fund for a period of more than two years 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 outstanding voting securities (as defined in the 1940 Act)
of the Class, 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
Sutro & Co. Incorporated
November 29, 1996
Page 2
in the 1940 Act) 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 1940 Act) and who have no direct or indirect
financial interest in the operation of this Contract or by vote of a
majority of the outstanding voting securities (as defined in the 1940 Act)
of the Class upon 60 days' written notice to the Distributor and by the
Distributor upon 60 days' written notice to the Trust.
If the foregoing correctly set forth the agreement between the Trust
and the Distributor, please so indicate by signing and returning to the
Trust the enclosed copy hereof
Very truly yours,
FUNDMANAGER TRUST
By:/s/Xxxxxxx X. Xxxxxx
Accepted:
Sutro & Co. Incorporated
By:
Sutro & Co. Incorporated
November 29, 1996
Page 2
5.This Supplement and the Contract shall become effective with
respect to the Trust and the Shares of the Fund on November 29, 1996 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 Shares of
the Fund for a period of more than two years 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 outstanding voting securities (as defined in the 1940 Act)
of the Class, 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 1940 Act) 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 1940 Act) and who have no direct or indirect
financial interest in the operation of this Contract or by vote of a
majority of the outstanding voting securities (as defined in the 1940 Act)
of the Class upon 60 days' written notice to the Distributor and by the
Distributor upon 60 days' written notice to the Trust.
If the foregoing correctly set forth the agreement between the Trust
and the Distributor, please so indicate by signing and returning to the
Trust the enclosed copy hereof
Sutro & Co. Incorporated
November 29, 1996
Page 2
Very truly yours,
FUNDMANAGER TRUST
By:
Accepted:
Sutro & Co. Incorporated
