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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO.)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[x] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
IBJ Funds Trust
- ---------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- ---------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- ---------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- -------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
- ---------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- ---------------------------------------------------------------
(5) Total fee paid:
- ---------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
- ---------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- ---------------------------------------------------------------
(3) Filing party:
- ---------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
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IBJ FUNDS TRUST
4400 Computer Drive
Westborough, Massachusetts 01581
IBJ Blended Total Return Fund
IBJ Core Equity Fund
IBJ Core Fixed Income Fund
December 1999
Dear Shareholder:
We are writing to you to ask for your vote on two important proposals which
directly affect our ability to manage and market the IBJ Funds Trust (the
"Funds"). The first proposal asks you to approve a new investment advisory
agreement between the Funds and IBJ Whitehall Bank & Trust Co. (the "Adviser')
which will increase the contractual advisory fees payable to the Adviser from
.60% to .85% (in the case of the Core Equity and Blended Total Return Funds),
and from .50% to .65% in the case of the Core Fixed Income Fund. The second
proposal asks you to adopt a Rule 12b-1 Distribution Plan (the "Plan") which
will enable the Funds to make payments to third parties of up to .25% of the
value of new assets, which are invested in the Funds pursuant to the Plan.
The importance of updating the Funds' investment advisory fee rate has become a
focus of concern in recent years because of the increasing complexity of the
domestic equity and fixed income markets, and the increased competition among
mutual funds. In this environment, the Adviser must be able to attract and
retain quality investment personnel and to capitalize on advances in technology
and investment research. We believe that this fee increase is necessary in
order for your Funds to maintain and enhance the resources needed to compete
effectively with other funds in our peer group.
The Board of Trustees is similarly concerned with the relative lack of growth in
the Funds' assets since their inception in 1994. Although, the past five years
has been a period of enormous growth for mutual funds generally, our Funds have
remained stagnant in size, despite above average investment performance. The
Adviser and the Board of Trustees believe that shareholders benefit when funds
are growing in size and
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we believe that adoption of the proposed Plan provides a realistic means for the
Funds to attract new investors and grow.
These proposals are being submitted to you only after a great deal of thought
and analysis on the part of the Adviser and the Board of Trustees. The Adviser
and the Board of Trustees have carefully examined the investment advisory fees,
expense ratios, investment performance and distribution plans of hundreds of
funds and compared this data to your Funds. The Board of Trustees has concluded
that the increased fees, which the Funds will bear if these proposals are
adopted, will not cause their expense ratios to rise to uncompetitive levels.
Rather, the Board of Trustees and the Adviser believe that adoption of these
proposals will significantly enhance the Funds' ability to manage the assets of
our existing shareholders and to compete with other funds for new investor
assets. The Adviser and the Board of Trustees unanimously recommend that you
vote in favor of these proposals.
We urge you to read carefully the more detailed explanation of these proposals
in the enclosed proxy statement.
Your vote is important to us. In order for us to obtain a quorum at the
meeting, it is important that your shares be represented. Therefore, we urge
you to cast your vote on the proposal contained in the Proxy Statement and
return a completed proxy card promptly in the enclosed self-addressed return
envelope.
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Included with this letter are a Notice of Special Meeting of Shareholders, a
Proxy Statement and a proxy card. Regardless of the number of shares you own, it
is important that your shares are represented and voted. If you cannot
personally attend the Special Shareholders' Meeting, we would appreciate your
promptly voting, signing and returning the enclosed proxy card in the postage-
paid envelope provided.
Respectfully submitted,
IBJ Whitehall Bank & Trust Co.
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IBJ FUNDS TRUST
4400 Computer Drive
Westborough, Massachusetts 01581
IBJ Blended Total Return Fund
IBJ Core Equity Fund
IBJ Core Fixed Income Fund
December __, 1999
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
A Special Meeting of Shareholders of the IBJ Blended Total Return Fund, IBJ Core
Equity Fund and IBJ Core Fixed Income Fund (each a "Fund" and collectively the
"Funds"), each a series of the IBJ Funds Trust (the "Trust"), will be held at
the offices of the Trust's administrator at 3200 Horizon Drive, King of Prussia,
Pennsylvania 19406, at 9:00 a.m. (Eastern time) on January 28, 2000, for the
following purposes:
1. To approve a change in the investment advisory agreement,
increasing the advisory fees for the Funds.
2. To approve the implementation of a Rule 12b-1 Distribution
Plan for the Funds.
3. To transact such other business as may properly come before the
meeting, or any adjournment thereof.
Shareholders of record at the close of business on December 7, 1999, are
entitled to notice of, and to vote at, the Meeting. IBJ Funds Trust is a
Delaware business trust.
________________
Secretary
IBJ Funds Trust
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IBJ FUNDS TRUST
PROXY STATEMENT
FOR A SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 28, 2000.
IBJ Blended Total Return Fund
IBJ Core Equity Fund
IBJ Core Fixed Income Fund
INTRODUCTION
This proxy statement is solicited by the Board of Trustees of IBJ Blended Total
Return Fund ("Blended Total Return Fund"), IBJ Core Equity Fund ("Core Equity
Fund") and IBJ Core Fixed Income Fund ("Core Fixed Income Fund") (each a "Fund"
and collectively the "Funds"), each a series of IBJ Funds Trust (the "Trust")
for voting at the special meeting of shareholders of the Funds to be held at
9:00 a.m. (Eastern time) on January 28, 2000, at the offices of the Trust's
administrator at at 3200 Horizon Drive, King of Prussia, Pennsylvania 19406 and
at any and all adjournments thereof (the "Meeting"), for the purposes set forth
in the accompanying Notice of Special Meeting of Shareholders. This proxy
statement was first mailed to shareholders on or about December __, 1999.
PROPOSALS
Each share of the Funds is entitled to one vote on the Proposals and on each
other matter that it is entitled to vote upon at the Meeting.
Each valid proxy that we receive will be voted in accordance with your
instructions and as the persons named in the proxy determine on such other
business as may come before the Meeting. If no instructions are given on an
executed proxy that has been returned to us, that proxy will be voted FOR the
Proposal. Shareholders who execute proxies may revoke them at any time before
they are voted, either by writing to IBJ Funds Trust, or by voting in person at
the Meeting.
Each Proposal requires the affirmative vote of a "majority of the outstanding
voting securities" of a Fund for its approval relative to that Fund. The term
"majority of the outstanding voting securities" of Fund as defined by the
Investment Company Act of 1940, as amended (the "1940 Act"), means: the
affirmative vote of the lesser of (i) 67% of the voting securities of a Fund
present at the meeting if more than 50% of the outstanding shares of the Fund
are present in person or by proxy or (ii) more than 50% of the outstanding
shares of a Fund.
THE BOARD OF TRUSTEES OF IBJ FUNDS TRUST RECOMMENDS THAT YOU VOTE IN FAVOR OF
THE PROPOSALS.
The Board of Trustees of IBJ Funds Trust has fixed the close of business on
December 7, 1999 as the record date (the "Record Date") for determining holders
of the Funds' shares entitled to notice of and to vote at the Meeting. Each
shareholder will be entitled to one vote for each share held. At the close of
business on the Record Date, there were the following shares outstanding for
each of the Funds:
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Fund Shares Outstanding
- ---- ------------------
Blended Total Return Fund __________
Core Equity Fund __________
Core Fixed Income Fund __________
SEMI-ANNUAL REPORT
A copy of the Funds' semi-annual report for the period ended May 31, 1999 is
available without charge upon request by writing to the Trust at 4400 Computer
Drive,Westborough, Massachusetts 01581, or by calling 1-800-99-IBJFD
(1-800-994-2533).
PROPOSAL #1
To approve a new investment advisory agreement, increasing the fees paid by the
Funds to the Adviser. A form of the proposed sub-advisory agreement is attached
as Exhibit A to this proxy and this summary is qualified in its entirety by
reference to Exhibit A.
ADVISER
IBJ Whitehall Bank & Trust Company (the "Adviser") is a wholly-owned subsidiary
of the Industrial Bank of Japan, Limited, a commercial bank. As the Funds'
adviser, it selects investments and makes investment decisions based on the
investment objective and policies of each Fund. The Adviser acts as the
investment adviser to a variety of trusts, individuals, institutions and
corporations. As of November 30, 1999, the Adviser and its officers exercised
investment discretion over accounts with aggregate assets of approximately $7
billion. The principal business address of the Adviser is One State Street,
New York, New York 10004. The name of the Adviser was changed from IBJ
Schroder Bank & Trust Company to IBJ Whitehall Bank & Trust Company, effective
January 1, 1999. The Industrial Bank of Japan does not perform services for the
Trust or any of the Funds.
The Adviser provides investment advisory services to the Funds pursuant to an
advisory agreement with the Trust (the "Existing Agreement"). Subject to such
policies as the Trust's Board of Trustees may determine, the Adviser makes
investment decisions for the Funds. The Existing Agreement provides that, as
compensation for its services thereunder, the Adviser is entitled to receive
from each Fund a monthly fee at an annual rate based upon average daily net
assets of the Fund as set forth in the Existing Agreement.
On December 2, 1999, the Adviser recommended to the Board of Trustees that it
approve a new advisory agreement (the "New Agreement") which would increase the
management fees paid to the Adviser by the Funds. After careful consideration
of a variety of factors (see "The Trustees' Considerations" below), the Board of
Trustees unanimously approved the New Agreement, subject to approval by a
majority of the outstanding voting securities of the Funds at the Meeting. If
shareholders vote to approve the New Agreement, the New Agreement will replace
the Existing Agreement.
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THE LEGAL FRAMEWORK
Section 15(a)(1) of the 1940 Act requires that an investment advisory contract
precisely describe all compensation to be paid to an adviser by an investment
company. Therefore, in order for the Trust to increase the Management Fees paid
by the Funds to the Adviser, the shareholders of the Funds must approve a New
Agreement which specifically states the new Management Fees. The Board of
Trustees believes that an increase in the Management Fees paid by the Funds is
in the best interests of the Funds.
COMPARISON OF THE NEW AGREEMENT AND THE EXISTING AGREEMENT
Furman Selz, Incorporated, as the sole initial shareholder of the Funds,
initially approved the Existing Agreement on November 18, 1994.
Under the Existing Agreement, the Adviser is entitled to receive the following
advisory fees based on the Funds' average daily net assets:
Fund Existing Fees*
- ---- -------------
Blended Total Return Fund 0.60%
Core Equity Fund 0.60%
Core Fixed Income Fund 0.50%
* During the fiscal year ended November 30, 1999, the Adviser contractually
agreed to waive a portion of its management fee equal to 0.10%. That contractual
waiver is no longer in effect.
Under the New Agreement, the Proposed Fees paid to the Adviser by the Funds
would increase to the following amounts:
Fund Proposed Fees
- ---- -------------
Blended Total Return Fund 0.85%
Core Equity Fund 0.85%
Core Fixed Income Fund 0.65%
Other than the change in the management fees, the terms of the New Agreement
will be identical in all material respects to the Existing Agreement. A form of
the New Agreement is attached to this Proxy Statement as Exhibit A. The
following description of the New Agreement is only a summary. You should refer
to Exhibit A for the complete New Agreement.
As is the case under the Existing Agreement, the New Agreement with the Adviser
provides that the Adviser, subject to the supervision of the Board of Trustees,
will provide investment advisory services to the Funds, including deciding what
securities will be purchased and sold by the Funds, when such purchases and
sales are to be made, and arranging for those purchases and sales, all in
accordance with the provisions of the 1940 Act and the rules thereunder, the
governing documents of IBJ Funds Trust, the fundamental policies of the Funds,
as reflected in its registration statement, and any policies and determinations
of the Board of Trustees.
If approved by shareholders, the New Agreement will continue in effect with
respect to the Funds for two years from its effective date, and will continue in
effect thereafter for successive annual periods, provided its continuance is
specifically approved at least annually by (1) a majority vote, cast in person
at a meeting called for that purpose, of the Board of Trustees or
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(2) a vote of the holders of a majority of the outstanding voting securities (as
defined in the 1940 Act and the rules thereunder) of a Fund, and (3) in either
event by a majority of the Trustees who are not parties to the New Agreement or
interested persons of IBJ Funds Trust or of any such party. The New Agreement
provides that it may be terminated at any time, without penalty, by either party
upon 60 days' written notice, provided that such termination by a Fund shall be
directed or approved by a vote of the Board of Trustees, or by a vote of holders
of a majority of the shares of a Fund.
The Adviser believes the Proposed Fees are appropriate for the following
reasons:
- the existing net advisory fee charged by the Core Equity and Blended
Total Return Funds is substantially below the median net advisory fee
charged by their respective peer funds
- the investment performance of the Core Equity and Blended Total Return
Funds has been significantly better than the mean and median investment
performance of their respective peer funds
- there has been a significant increase in the complexity,
competitiveness and costs involved in managing mutual funds, including
the IBJ Funds
- the Proposed Fees will provide the Adviser with the resources necessary
to attract and retain high quality investment professionals and to
invest in the advanced technology and systems needed to maintain and
enhance the present level of service to the fund's shareholders.
THE TRUSTEES' CONSIDERATIONS
The New Agreement was presented to the Board of Trustees for its consideration
at a Board of Trustees' meeting held on December 2, 1999. The full Board of
Trustees, including the disinterested Trustees, voted unanimously to approve
the New Agreement.
In evaluating the New Agreement, the Board of Trustees reviewed materials
furnished by the Adviser and the Trust, including information about the
personnel and performance of the Adviser, the profitability of the Adviser and
current industry standards.
The Board of Trustees also gave consideration to the relative performance of the
Funds under the Adviser, the Adviser's operational and compliance capabilities
and the quality of the personnel who work for the Adviser.
The Board of Trustees also considered that, other than the advisory fees, the
terms of the New Agreement will remain materially unchanged from those of the
Existing Agreement.
The Board of Trustees concluded further that the terms of the New Agreement,
including the fees contemplated thereby, are fair and reasonable and in the best
interests of the Fund and its shareholders.
DISCUSSION
Rationale for the Proposed Fees
Competition and Costs. The Adviser believes the proposed increase is necessary
in light of the increased competition and costs involved in managing a mutual
fund.
The growth of mutual funds has led to a significant increase in competition for
existing securities. To continue to grow, the fund must compete for assets by
seeking to outperform an ever increasing number of funds.
<PAGE>
This increased competition have resulted in greater costs to the Adviser of
managing the Funds. The Adviser must increasingly invest in technology and
personnel to analyze individual companies and industry trends in this growing
and rapidly changing high-technology oriented market. The growth in the number
of funds has also placed upward pressure on compensation levels for qualified
portfolio managers and analysts in this area. To retain and attract high quality
professionals, the Adviser must remain competitive in its compensation and
benefits structure.
Partly as a result of these cost-related pressures, the Adviser has incurred a
net loss (advisory fee revenues less operations expenses) in managing the Funds
since their inception. The Adviser receives a co-administration fee from the
Funds to reimburse it for providing the personnel, equipment and office space
necessary for the management of the Funds' investments, compliance with
regulatory requirements, and a variety of administrative functions. However,
the co-administration fees, which are .03%, together with the existing fees, are
inadequate to compensate the Adviser for providing its services.
The Adviser does not believe the Existing Fees will over time provide for the
appropriate resources to enable it to attract and retain the quality personnel
and to provide the advanced technology and systems necessary to maintain and
enhance the present level of service and performance to the Funds' shareholders.
The Adviser believes the proposed increase in fees would provide the resources
necessary to better enable it to address these challenges.
Effect of the Proposed Fees
Set forth below is a table showing the dollar amount of actual investment
management fees paid during the Funds' fiscal year ended November 30, 1999 under
the Existing Agreement and the dollar amount of fees that would have been paid
under the New Agreement. The table also shows the differences (expressed as a
percentage of the Existing Fees) between the amount that would have been paid
under the New Agreement and the amount actually paid under the Existing
Agreement. Also set forth below is a comparative fee table showing the amount of
fees and expenses paid by the Fund as a percentage of average daily net assets
during the fiscal year ended November 30, 1999 and the amount of fees and
expenses shareholders would have paid if the New Agreement had been in effect.
The figures shown for the Proposed Fees represent the amounts that actually
would have been paid under the New Agreement during the 12 months ended November
30, 1999. At November 30, 1999, the Blended Total Return Fund, Core Equity Fund
and Core Fixed Income Fund had approximate net assets of $62,000,000
$125,000,000 and $37,000,000 respectively.
DOLLAR AMOUNT OF INVESTMENT ADVISORY FEES PAID
(fiscal year ended November 30, 1999)
Existing Proposed Percentage
Fee* Fee Difference
-------- -------- ----------
Blended Total Return Fund
Core Equity Fund
Core Fixed Income Fund
* Due to contractual waivers and/or expense limitations in place during the
fiscal year ended November 30, 1999, the Adviser contractually reduced its fee
payable by the fund. Had such contractual waivers and/or expense limitations not
been in effect, the existing fees would have been $_____, $_____and $_____for
the Blended Total Return Fund, Core Equity Fund and Core Fixed Income Fund,
respectively.
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COMPARATIVE FEE TABLES*
(fiscal year ended November 30, 1999)
* The Proposed Contract amounts below are based on shareholder approval of
Proposal #1 only. They do not take into account Proposal #2. For a table that
considers the total operating expenses in the event of shareholder approval of
both Proposal #1 and Proposal #2, see "The Effect of Shareholders' Approving
Both Proposals" below.
Annual Fund Operating Expenses (as a percentage of average net assets)
Blended Total Return Fund
Existing Proposed
Contract Contract
----- -----
Management Fee 0.60%* 0.85%
Other Expenses 0.47% 0.47%
------ -----
Total Annual Fund Operating Expenses 1.07% 1.32%
* During the fiscal year ended November 30, 1999, the Adviser contractually
agreed to waive 0.10% of its advisory fee. That contractual waiver is no
longer in effect.
Core Equity Fund
Existing Proposed
Contract Contract
----- -----
Management Fee 0.60%* 0.85%
Other Expenses 0.42% 0.42%
----- -----
Total Annual Fund Operating Expenses 1.02% 1.27%
* During the fiscal year ended November 30, 1999, the Adviser contractually
agreed to waive 0.10% of its advisory fee. That contractual waiver is no
longer in effect.
Core Fixed Income Fund
Existing Proposed
Contract Contract
----- -----
Management Fee 0.50%* 0.65%
Other Expenses 0.57% 0.57%
----- -----
Total Annual Fund Operating Expenses 1.07% 1.22%
* During the fiscal year ended November 30, 1999, the Adviser contractually
agreed to waive 0.10% of its advisory fee. That contractual waiver is no
longer in effect.
6
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Examples
The following examples help you compare the costs of investing in the Funds
under the Existing Agreement and after giving effect to the fee increase
reflected in the New Agreement with the cost of investing in other mutual funds.
They assume that: a) you invest $10,000 in a Fund for the time periods shown, b)
you reinvest all dividends and distributions, c) your investment has a 5% return
each year and d) the Funds' operating expenses remain the same.
Blended Total Return Fund and Core Equity Fund
Number of years you
own your shares Existing Contract Proposed Contract
--------------- ----------------- -----------------
1 year $ $
3 years $ $
5 years $ $
10 years $ $
Core Fixed Income Fund
Number of years you
own your shares Existing Contract Proposed Contract
--------------- ----------------- -----------------
1 year $ $
3 years $ $
5 years $ $
10 years $ $
The effective date of the New Agreement is expected to be February 1, 2000 (the
"effective date"). Accordingly, the Proposed Fees will take effect on the
effective date if the New Agreement is approved at the meeting of shareholders.
Except for the different fee rates, effective dates and renewal dates, the terms
of the Existing Agreement and New Agreement are substantially identical. The
form of the New Agreement is attached to this proxy statement as Exhibit A.
- --------------------------------------
THE BOARD OF TRUSTEES OF IBJ FUNDS TRUST HAS UNANIMOUSLY RECOMMENDED THAT
SHAREHOLDERS APPROVE AND VOTE "FOR" THE PROPOSAL.
- --------------------------------------
7
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PROPOSAL # 2
To adopt a 12b-1 Distribution Plan for the Funds.
INTRODUCTION
Rule 12b-1 under the 1940 Act (the "Rule"), provides, among other things, that
an investment company (mutual fund) may bear expenses of distributing its shares
only pursuant to a plan adopted in accordance with the Rule.
On December 2, 1999, the Board of Trustees, including a majority of the
"non-interested" Trustees, voted to approve a 12b-1 Plan (the "12b-1 Plan") for
the Funds, and directed that the 12b-1 Plan be submitted to the Shareholders of
the Funds at the Special Shareholder Meeting, along with a recommendation that
the Shareholders approve the 12b-1 Plan.
If the 12b-1 Plan is approved, it will become effective immediately. If the
Shareholders do not approve the 12b-1 Plan, the Board of Trustees will
consider appropriate action.
DESCRIPTION OF THE 12B-1 PLAN
A form of the 12b-1 Plan is attached as Exhibit B to this proxy and this
summary is qualified in its entirety by reference to Exhibit B.
Under the 12b-1 Plan, First Data Distributors, Inc., the Funds' distributor
("the Distributor"), will receive a distribution fee, payable as an expense of
the Funds, based on new monies which are invested in the Funds after the
effective date of the 12b-1 Plan. The Distributor will then use these fees to
pay third parties such as broker-dealers and financial advisers for distribution
services. The Distributor will bear all the expenses of providing such services,
including the payment of any commissions or distribution fees. The Distributor
provides for the preparation of advertising or sales literature and bears the
cost of printing and mailing prospectuses to persons other than shareholders.
The Distributor bears the cost of qualifying and maintaining the qualification
of the Funds for sale under the securities laws of the various states, and
bears the expense of registering the Funds with the SEC.
The Distributor may authorize First Data Distributors, Inc. ("FDDI"), the Funds'
principal underwriter, to enter into related selling group agreements with
various broker-dealers, including affiliates of FDDI, that provide distribution
services to investors. FDDI also may provide some of the distribution
services. (See "Other Information - -- Underwriter" below.) As part of
those selling group agreements, the Distributor may assign some or all of the
fees payable under the 12b-1 Plan to the broker/dealers who sell the Funds.
The Funds are sold to the public at net asset value. The Distributor will
receive a distribution fee, based on new monies which are invested in the
Funds after the effective date of the 12b-1 Plan, payable monthly for as long
as the shares are owned, at the annual rate of 0.25% of average daily net
assets attributable to the Funds. Under the 12b-1 Plan, for Fund shares sold by
broker-dealers, and other financial services professionals, the Distributor
may assign
8
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payment of 12b-1 fees attributable to those Fund shares to the brokers, dealers
and other financial services professionals who sold the shares.
The 12b-1 Plan for the Funds will continue in effect for an initial term of one
year, and may continue thereafter from year to year if specifically approved at
least annually by:
1. a majority vote of the Board of Trustees, and
2. the vote of a majority of the "non interested" Trustees, cast in
person at a meeting called for such purpose.
Pursuant to the 12b-1 Plan, the Distributor will prepare reports to the Board of
Trustees on a quarterly basis for the Funds showing the amounts paid to the
various firms and such other information as from time to time the Board of
Trustees may reasonably request.
In approving the 12b-1 Plan, the Board of Trustees determined that there is a
reasonable likelihood that the 12b-1 Plan would benefit the Trust, the Funds
and their Shareholders. In doing so, the Board of Trustees considered several
factors, including that the 12b-1 Plan would:
(i) increase the Funds assets and would benefit the Funds and their
shareholders through reduced overall expense ratios,
(ii) facilitate distribution of the Funds' shares by allowing the Funds to
pay third parties for their efforts to distribute the Funds' shares,
(iii) help maintain the competitive position of the Funds in relation to
other funds that have implemented or are seeking to implement similar
distribution arrangements by placing the Funds in the same competitive
position as its peer funds that offer a 12b-1 Plan; and
(iv) permit possible economies of scale, such as a reduction in overall
expenses, increased Fund subscriptions from third party distribution,
and decreased transaction expenses through increased Fund size.
At its meeting on December 2, 1999, the Board of Trustees also considered the
effects of the 12b-1 Plan on the expenses of the Funds. The Board of Trustees
discussed at length the advantages and disadvantages of the new 12b-1 Plan
as it related to overall Fund expenses and the Board of Trustees considered a
number of options with respect to ways in which to minimize the effects of the
12b-1 Plan fees.
During its deliberations, the Board of Trustees solicited information
from its legal counsel, underwriter and the Adviser. If the new 12b-1 Plan
were approved, fees would then be available to pay for distribution-related
expenses. As the assets of the Funds grew, the Funds' operational expenses
should decline.
After full deliberation, the Board of Trustees approved the Funds' adoption of
the 12b-1 Plan, subject to Shareholder approval of the 12b-1 Plan.
[The table below shows how the Funds' expenses are structured currently
("Existing Expenses") and with the 12b-1Plan ("Proposed Expenses"). All fees
are payable monthly and computed on an annual basis as a percentage of average
net assets:
9
<PAGE>
Blended Total Return Fund
Existing Proposed
Expenses Expenses
-------- --------
Management Fee 0.60% 0.60%
Distribution and Service (12b-1) Fee 0.00% 0.25%
Other Expenses 0.47% 0.47%
Less fees waived and/or Expense
Limitations 0.00% 0.15%*
----- -----
Total Annual Fund Operating Expenses 1.07% 1.17%
* The Distributor has agreed to contractually limit its Rule 12b-1 fee to 0.10%
of average daily net assets until January 28, 2001.
Core Equity Fund
Existing Proposed
Expenses Expenses
-------- --------
Management Fee 0.60% 0.60%
Distribution and Service (12b-1) Fee 0.00% 0.25%
Other Expenses 0.42% 0.42%
Less fees waived and/or Expense
Limitations 0.00% 0.17%*
----- -----
Total Annual Fund Operating Expenses 1.02% 1.10%
* The Distributor has agreed to contractually limit its Rule 12b-1 fee to 0.08%
of average daily net assets until January 28, 2001.
Core Fixed Income Fund
Existing Proposed
Expenses Expenses
-------- --------
Management Fee 0.50% 0.50%
Distribution and Service (12b-1) Fee 0.00% 0.25%
Other Expenses 0.57% 0.57%
Less fees waived and/or Expense
Limitations 0.00% 0.16%*
----- -----
Total Annual Fund Operating Expenses 1.07% 1.16%
* The Distributor has agreed to contractually limit its Rule 12b-1 fee to 0.09%
of average daily net assets until January 28, 2001.
10
<PAGE>
BOARD OF TRUSTEES RECOMMENDATION
As a result of their consideration of the foregoing factors, the Board of
Trustees voted to approve the new 12b-1 Plan and to submit it to the
Shareholders for their approval.
[THE EFFECT OF SHAREHOLDERS' APPROVING BOTH PROPOSALS
If both Proposals were to be approved by the shareholders, the fee structure for
the Funds ("Proposed Structure"), as compared to their current fee structure
("Existing Structure"), would be as follows.
Blended Total Return Fund
Existing Proposed
Expenses Expenses
--------- ---------
Management Fee 0.60% 0.85%
Distribution and Service (12b-1) Fee 0.00% 0.25%
Other Expenses 0.47% 0.47%
Less fees waived and/or Expense
Limitations 0.00% 0.15%*
------ -------
Total Annual Fund Operating Expenses 1.07% 1.42%
* The Distributor has agreed to contractually limit its Rule 12b-1 fee to 0.10%
of average daily net assets until January 28, 2000.
Core Equity Fund
Existing Proposed
Expenses Expenses
-------- --------
Management Fee 0.60% 0.85%
Distribution and Service (12b-1) Fee 0.00% 0.25%
Other Expenses 0.42% 0.42%
Less fees waived and/or Expense
Limitations 0.00% 0.17%*
-------- --------
Total Annual Fund Operating Expenses 1.02% 1.35%
* The Distributor has agreed to contractually limit its Rule 12b-1 fee to 0.08%
of average daily net assets until January 28, 2000.
<PAGE>
Core Fixed Income Fund
Existing Proposed
Expenses Expenses
--------- ---------
Management Fee 0.50% 0.65%
Distribution and Service (12b-1) Fee 0.00% 0.25%
Other Expenses 0.57% 0.57%
Less fees waived and/or Expense
Limitations 0.00% 0.16%*
---- ----
Total Annual Fund Operating Expenses 1.07% 1.31%
* The Distributor has agreed to contractually limit its Rule 12b-1 fee to 0.09%
of average daily net assets until January 28, 2000.
- -------------------------------------
THE BOARD OF TRUSTEES OF IBJ FUNDS TRUST HAS UNANIMOUSLY RECOMMENDED THAT
SHAREHOLDERS APPROVE AND VOTE "FOR" THE PROPOSALS.
- -------------------------------------
OTHER INFORMATION
UNDERWRITER.
FDDI is the principal underwriter of the Funds pursuant to a Distribution
Agreement dated March 1, 1998. FDDI is an indirect, wholly-owned subsidiary of
First Data Corporation ("FDC"). Prior to March 1, 1998, IBJ Funds Distributor,
Inc. served as the Funds' Distributor. FDDI offers the Funds' shares to the
public on a continuous basis.
The Trust has entered into an Administration Agreement (the "Administration
Agreement") with First Data Investor Services Group, Inc. ("FDISG"). FDISG is a
wholly-owned subsidiary of FDC and an affiliate of FDDI, the Funds' principal
underwriter. FDISG provides management and administrative services necessary for
the operation of the Funds
MISCELLANEOUS
General
The cost of preparing, printing and mailing the enclosed proxy, accompanying
notice and proxy statement and all other costs in connection with solicitation
of proxies will be paid by the Adviser, including any additional solicitation
made by letter, telephone or telegraph. In addition to solicitation by mail,
certain officers and representatives of the Company, officers and employees of
the Adviser and certain financial services firms and their representatives, who
will receive no extra compensation for their services, may solicit proxies by
telephone, telegram or personally. In addition, the Company and/or the Adviser
may retain a firm to solicit proxies on behalf of the Board of Trustees, the
fee for which will be borne by the Adviser.
<PAGE>
Other Matters To Come Before The Meeting
The Board of Trustees of the Trust is not aware of any matters that will be
presented for action at the Meeting other than the matter set forth herein.
Should any other matters requiring a vote of shareholders arise, the proxy in
the accompanying form will confer upon the person or persons entitled to vote
the shares represented by such proxy the discretionary authority to vote the
shares as to any such other matters in accordance with their best judgment in
the interest of the Trust.
PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES.
By Order of the Board of Trustees,
________________________________
President
IBJ Funds Trust
<PAGE>
MASTER INVESTMENT ADVISORY CONTRACT
IBJ FUNDS TRUST
237 PARK AVENUE
NEW YORK, NEW YORK 10017
November 18, 1994
IBJ Schroder Bank & Trust Company
One State Street
New York, New York 10004
Dear Sirs or Madams:
This will confirm the agreement between IBJ Funds Trust (the "Trust")
and IBJ Schroder Bank & Trust Company (the "Adviser") as follows:
1. DEFINITIONS AND DELIVERY OF DOCUMENTS. The Trust has been organized
as a business trust under the laws of the State of Delaware and is an open-end
management investment company. The Trust's shares of beneficial interest may be
classified into series in which each series represents the entire undivided
interests of a separate portfolio of assets. For all purposes of this Contract,
a "Fund" shall mean a separate portfolio of assets of the Trust with respect to
which the Trust has entered into an Investment Advisory Contract Supplement, and
a "Series" shall mean the series of shares of beneficial interest representing
undivided interests in a Fund. All references herein to this Contract shall be
deemed to be references to this Contract as it may from time to time be
supplemented by Investment Advisory Contract Supplements. 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 Trust's Certificate of Trust, dated August 25, 1994 (the "Certificate of
Trust"), and the Prospectus or Prospectuses (the "Prospectus") relating to the
Trust and the Funds 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 Adviser. Any amendments to those
documents shall be furnished to the Adviser promptly.
2. INVESTMENT ADVISORY AND MANAGEMENT SERVICES. (a) The Adviser shall
provide to the Trust investment guidance and policy direction in connection with
the management of the portfolio of each Fund, including oral and written
research, analysis, advice, statistical and economic data and information and
judgments, of both a macroeconomic and microeconomic character, concerning,
among other things, interest rate trends, portfolio composition, credit
conditions of both a general and special nature and the average maturity of the
portfolio of each Fund.
(b) The Adviser shall also provide to the Trust's officers
administrative assistance in connection with the operation of the Trust and each
of the Funds.
<PAGE>
Administrative services provided by the Adviser shall include (i) data
processing, clerical and bookkeeping services required in connection with
maintaining the financial accounts and records for the Trust and each of the
Funds, (ii) the compilation of statistical and research data required for the
preparation of periodic reports and statements of each of the Funds which are
distributed to the Trust's officers and Board of Trustees, (iii) the compilation
of information required in connection with the Trust's filings with the
Securities and Exchange Commission and (iv) such other services as the Adviser
shall from time to time determine, upon consultation with the Administrator, to
be necessary or useful to the administration of the Trust and each of the Funds.
(c) As a manager of the assets of each Fund, the Adviser shall make
investments for the account of each Fund in accordance with the Adviser's best
judgment and within the investment objectives and restrictions of each such Fund
set forth in the Trust's Declaration of Trust, the Prospectus of each such Fund,
the 1940 Act and the provisions of the Internal Revenue Code relating to
regulated investment companies, subject to policy decisions adopted by the
Trust's Board of Trustees. The Adviser shall advise the Trust's Officers and
Board of Trustees, at such times as the Board of Trustees may specify, of
investments made for each of the Funds and shall, when requested by the Trust's
officers or Board of Trustees, supply the reasons for making particular
investments.
(d) The Adviser, subject to and in accordance with any directions which
the Trust's Board of Trustees may issue from time to time, shall place, in the
name of the Funds, orders for the execution of the Fund's securities
transactions. When placing such orders the Adviser shall generally seek to
obtain the best net price and execution for the Funds, but this requirement
shall not be deemed to obligate the Adviser to place any order solely on the
basis of obtaining the lowest commission rate or spread if the other standards
set forth below have been satisfied. The parties recognize that there are likely
to be many cases in which different brokers or dealers are equally able to
provide such best price and execution and that, in selecting among such brokers
or dealers with respect to particular trades, it is desirable to choose those
brokers or dealers who furnish research, statistics, quotations and other
information to the Funds and the Adviser in accordance with the standards set
forth below. Moreover, to the extent that it continues to be lawful to do so and
so long as the Board of Trustees determines that the Funds will benefit,
directly or indirectly, by doing so, the Adviser may place orders with a broker
who charges a commission for that transaction which is in excess of the amount
of commission that another broker would have charged for effecting that
transaction, provided that the excess commission is reasonable in relation to
the value of "brokerage and research services" (as defined in Section 28(e)(3)
of the Securities Exchange Act of 1934) provided by that broker.
Accordingly, the Trust and the Adviser agree that the Adviser shall
select brokers for the execution of the Funds' transactions from among those
brokers and dealers who provide quotations and other services to the Funds,
specifically including the quotations necessary to determine the Funds' net
assets, in such amount of total brokerage as may reasonably be required in light
of such services; and those brokers and dealers who supply research, statistical
and other data to the Adviser or its affiliates which the Adviser or its
affiliates may lawfully and appropriately use in their investment advisory
capacities, which relate directly to securities, actual or potential, of the
Funds, or which place the Adviser in a better position to make decisions in
connection with the management of the Funds' assets and securities, whether or
not such data may also be
<PAGE>
useful to the Adviser and its affiliates in managing other portfolios or
advising other clients, in such amount of total brokerage as may reasonably be
required.
(e) The Adviser shall render regular reports to the Trust, not more
frequently than quarterly, of how much total business for the Funds' portfolio
transactions has been placed by the Adviser with brokers or dealers falling into
each of the categories referred to above and the manner in which the allocation
has been accomplished.
(f) The Adviser agrees that no investment decision will be made or
influenced by a desire to direct portfolio transactions for allocation in
accordance with the foregoing, and that the right to make such allocation shall
not interfere with the Adviser's paramount duty to obtain the best net price and
execution for the Funds.
(g) The Adviser shall furnish to the Board of Trustees periodic reports
on the investment performance of each Fund and on the performance of its
obligations under this Contract and shall supply such additional reports and
information as the Trust's officers or Board of Trustees shall reasonably
request.
3. EXPENSES. (a) The Adviser shall, at its expense, (i) employ or
associate with itself such persons as it believes appropriate to assist in
performing its obligations under this Contract and (ii) provide all advisory
services, equipment, facilities and personal necessary to perform its
obligations under this Contract.
The Trust shall be responsible for all of its expenses and liabilities,
including compensation of its Trustees who are not affiliated with the
Administrator or the Adviser or any of their affiliates; taxes and governmental
fees; interest charges; fees and expenses of the Trust's independent accountants
and legal counsel; trade association membership dues; fees and expenses of any
custodian (including for keeping books and accounts and calculating the net
asset value of shares of each Series, transfer agent, registrar and dividend
disbursing agent of the Trust; expenses of issuing, selling, redeeming,
registering and qualifying for sale the Trust's shares of beneficial interest;
expenses of preparing and printing share certificates, prospectuses,
shareholders' reports, notices, proxy statements and reports to regulatory
agencies; the cost of office supplies; travel expenses of all officers, trustees
and employees; insurance premiums; brokerage and other expenses of executing
portfolio transactions; expenses of shareholders' meetings; organizational
expenses; and extraordinary expenses).
4. LIMITATION OF LIABILITY OF ADVISER. The Adviser shall give the Trust
the benefit of the Adviser's best judgment and efforts in rendering services
under this Contract. As an inducement to the Adviser's undertaking to render
these services, the Trust agrees that the Adviser shall not be liable under this
Contract for any mistake in judgment or in any other event whatsoever except for
lack of good faith, PROVIDED that nothing in this Contract shall be deemed to
protect or purport to protect the Adviser against any liability to the Trust or
its shareholders to which the Adviser would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance of the
Adviser's duties under this Contract or by reason of the Adviser's reckless
disregard of its obligations and duties hereunder.
5. COMPENSATION OF THE ADVISER. In consideration of the services to be
rendered, facilities furnished and expenses paid or assumed by the Adviser under
this Contract, the Trust shall pay the Adviser a fee with respect to each Fund
in accordance
<PAGE>
with the applicable Investment Advisory Contract Supplement. Fees under this
Contract will begin to accrue on the first day of a Fund's operations.
If the fees payable to the Adviser pursuant to this paragraph 5 and the
applicable Investment Advisory Contract Supplement begin to accrue before the
end of any month or if this Contract terminates before the end of any month, the
fees for the period from that date to the end of that month or from the
beginning of that month to the date of termination, as the case may be, shall be
prorated according to the proportion which the period bears to the full month in
which the effectiveness or termination occurs. For purposes of calculating the
monthly fees, the value of the net assets of each Fund shall be computed in the
manner specified in the Prospectus for the computation of net asset value. For
purposes of this Contract, "business day" means each weekday except those
holidays on which the Federal Reserve Bank of New York, the New York Stock
Exchange (the "Exchange") or the Adviser are closed. Currently, those holidays
include: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans' Day,
Thanksgiving and Christmas.
6. LIMITATION OF EXPENSES PAID BY THE FUNDS. The limitation of expenses
for each Fund is set forth in the applicable Investment Advisory Contract
Supplement.
7. DURATION AND TERMINATION OF THIS CONTRACT. This Contract
and any Investment Advisory Contract Supplement, shall become effective with
respect to a Fund on the date specified in the Supplement and shall thereafter
continue in effect PROVIDED, that this Contract shall continue in effect with
respect to a Fund for a period of more than two years from such date specified
in the Supplement only so long as the continuance is specifically approved at
least annually (a) by the vote of a majority of the outstanding voting
securities of that Fund (as defined in the 1940 Act) or by the Trust's Board of
Trustees and (b) by the vote, cast in person at a meeting called for the
purpose, of a majority of the Trust's Trustees who are not parties to this
Contract or "interested persons" (as defined in the 1940 Act) of any such party.
This Contract may be terminated with respect to a Fund at any time, without the
payment of any penalty, by a vote of a majority of the outstanding voting
securities of that Fund (as defined in the 1940 Act) or by a vote of a majority
of the Trust's Board of Trustees on 60 days' written notice to the Adviser or by
the Adviser on 60 days' written notice to the Trust. If this Contract is
terminated with respect to any Fund, it shall nonetheless remain in effect with
respect to any remaining Funds. This Contract shall terminate automatically in
the event of its assignment (as defined in the 1940 Act).
8. AMENDMENT OF THIS CONTRACT. No provision of this Contract may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought, and no amendment, transfer, assignment,
sale, hypothecation or pledge of this Contract shall be effective until approved
by (a) the vote, cast in person at a meeting called for the purpose, of a
majority of the Trustees who are not parties to this Contract or "interested
persons" (as defined in the 1940 Act) of any such party, and (b) with respect to
any Fund affected by such change, waiver, discharge or termination, by the vote
of a majority of the outstanding voting securities of the Series relating to
such Fund, PROVIDED that no approval shall be required pursuant to this clause
(b) in respect of an Investment Advisory Contract Supplement entered into to add
a Fund to those
<PAGE>
covered by this Contract (or any amendment or termination of such Supplement) by
the holders of the outstanding voting securities of any Series other than that
of such Fund.
9. OTHER ACTIVITIES OF THE ADVISER. Except to the extent necessary to
perform the Adviser's obligations under this Contract, nothing herein shall be
deemed to limit or restrict the right of the Adviser, or any affiliate of the
Adviser, or any employee of the Adviser, 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.
10. MISCELLANEOUS. The captions in this Contract are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. This
Contract may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument. The Declaration of the Trust has been filed with
the Secretary of State of the State of Delaware. The obligations of the Trust
are not personally binding upon, nor shall resort be had to the private property
of, any of the Trustees, shareholders, officers, employees or agents of the
Trust, but only the Trust's property shall be bound.
The Trust recognizes that from time to time directors, officers and
employees of the Adviser may serve as trustees, directors, officers and
employees of other business trusts and corporations (including other investment
companies) and that such other entities may include the name "IBJ" as part of
their name, and that the Adviser or its affiliates may enter into investment
advisory or other agreements with such other entities. If the Adviser ceases to
act as investment adviser to the Trust and its Funds, the Trust agrees that,
upon the instruction of the Adviser, the Trust will take all necessary action to
change the names of the Trust and the Funds to names not including "IBJ" in any
form or combination of words.
If the foregoing correctly sets forth the agreement between the
Trust and the Adviser please so indicate by signing and returning to the
Trust the enclosed copy hereof.
Very truly yours,
IBJ FUNDS TRUST
By: ___________________________
Title:
ACCEPTED:
IBJ SCHRODER BANK & TRUST COMPANY
By: _______________________
Title:
<PAGE>
BOND FUND
A SERIES OF IBJ FUNDS TRUST
237 PARK AVENUE
NEW YORK, NEW YORK 10017
November 18, 1994
As amended ________________
To be effective ________________
IBJ Schroder Bank & Trust Company
One State Street
New York, New York 10004
INVESTMENT ADVISORY CONTRACT SUPPLEMENT
Dear Sirs or Madams:
This will confirm the agreement between IBJ Funds Trust (the "Trust")
and IBJ Schroder Bank & Trust Company (the "Adviser") as follows:
Bond Fund (the "Fund") is a series portfolio of the Trust which has been
organized as a business trust under the laws of the State of Delaware and is an
open-end management investment company. The Trust and the Adviser have entered
into a Master Investment Advisory Contract, dated November 18, 1994 (as from
time to time amended and supplemented, the "Master Advisory Contract"), pursuant
to which the Adviser has undertaken to provide or make provision for the Trust
for certain investment advisory and management services identified therein and
to provide certain other services, as more fully set forth therein. Certain
capitalized terms used without definition in this Investment Advisory Contract
Supplement have the meaning specified in the Master Advisory Contract.
The Trust agrees with the Adviser as follows:
1. ADOPTION OF MASTER ADVISORY CONTRACT. The Master Advisory Contract
is hereby adopted for the Fund. The Fund shall be one of the "Funds" referred to
in the Master Advisory Contract; and its shares shall be a "Series" of shares as
referred to therein.
2. PAYMENT OF FEES. For all services to be rendered, facilities
furnished and expenses paid or assumed by the Adviser as provided in the Master
Advisory Contract and herein, the Fund shall pay a monthly fee on the first
business day of each
<PAGE>
month, based upon the average daily value (as determined on each business day at
the time set forth in the Prospectus for determining net asset value per share)
of the net assets of the Fund during the preceding month, at the annual rate of
0.65%.
3. LIMITATION OF EXPENSES PAID BY THE FUND. (a) If the aggregate
expenses of every character incurred by, or allocated to, a Fund in any fiscal
year, other than interest, taxes, expenses under the Plan, brokerage commissions
and other portfolio transaction expenses, other expenditures which are
capitalized in accordance with generally accepted accounting principles and any
extraordinary expenses (including, without limitation, litigation and
indemnification expenses) but including the fees payable under the Master
Administrative Services Contract and the fees provided for in paragraph 5 of the
Master Advisory Contract ("includable expenses"), shall exceed the expense
limitations applicable to the Fund imposed by state securities laws or
regulations thereunder, as these limitations may be raised or lowered from time
to time, the Fund may deduct from the fees to be paid to the Adviser, or the
Adviser will bear, to the extent required by state law, that portion of such
excess which bears the same relation to the total of such excess as the fee to
be paid to the Adviser bears to the total fee otherwise payable for the fiscal
year by the Fund pursuant to the Master Advisory Contract and the Master
Administrative Services Contract between the Trust and the Administrator. The
Adviser's obligation pursuant hereto will be limited to the amount of the fees
payable for the fiscal year by the Fund pursuant to the Master Advisory
Contract.
(b) With respect to portions of a fiscal year in which this Contract
shall be in effect, the limitation specified in subparagraph (a) of paragraph 3
above shall be prorated according to the proportion which that portion of the
fiscal year bears to the full fiscal year. At the end of each month of the
Trust's fiscal year, the Administrator will review the includable expenses
accrued during that fiscal year to the end of the period and shall estimate the
contemplated includable expenses for the balance of that fiscal year. If, as a
result of that review and estimation, it appears likely that the includable
expenses will exceed such limitation for a fiscal year with respect to the Fund,
the monthly fees relating to that Fund payable to the Adviser under this
Contract for such month shall be reduced, subject to the later adjustments at
the end of each month through the end of the fiscal year to reflect actual
expenses, by an amount equal to the proportionate share attributable to the
Adviser as described in subparagraph (a) of paragraph 3 above of a pro rata
portion (prorated on the basis of the remaining months of the fiscal year,
including the month just ended) of the amount by which the includable expenses
for the fiscal year (less an amount equal to the aggregate of actual reductions
made pursuant to this provision with respect to prior months of the fiscal year)
are expected to exceed such limitation. For purposes of the foregoing, the value
of the net assets of the Fund shall be computed in the manner specified in the
penultimate sentence of paragraph 5 of the Master Advisory Contract, and any
payments required to be made by the Adviser shall be made once a year promptly
after the end of the Trust's fiscal year.
If the foregoing correctly sets forth the agreement between the Trust
and the Adviser, please so indicate by signing and returning to the Trust the
enclosed copy hereof.
<PAGE>
Very truly yours,
BOND FUND, a Series of IBJ Funds
Trust
By: ---------------------
Title:
The foregoing Contract
is hereby agreed to as of
the date hereof:
IBJ SCHRODER BANK & TRUST COMPANY
By: --------------------
Title:
<PAGE>
CORE EQUITY FUND
A SERIES OF IBJ FUNDS TRUST
237 PARK AVENUE
NEW YORK, NEW YORK 10017
November 18, 1994
As amended ________________
To be effective ________________
IBJ Schroder Bank & Trust Company
One State Street
New York, New York 10004
INVESTMENT ADVISORY CONTRACT SUPPLEMENT
Dear Sirs or Madams:
This will confirm the agreement between IBJ Funds Trust (the "Trust")
and IBJ Schroder Bank & Trust Company (the "Adviser") as follows:
Core Equity Fund (the "Fund") is a series portfolio of the Trust which
has been organized as a business trust under the laws of the State of Delaware
and is an open-end management investment company. The Trust and the Adviser have
entered into a Master Investment Advisory Contract, dated November 18, 1994 (as
from time to time amended and supplemented, the "Master Advisory Contract"),
pursuant to which the Adviser has undertaken to provide or make provision for
the Trust for certain investment advisory and management services identified
therein and to provide certain other services, as more fully set forth therein.
Certain capitalized terms used without definition in this Investment Advisory
Contract Supplement have the meaning specified in the Master Advisory Contract.
The Trust agrees with the Adviser as follows:
1. ADOPTION OF MASTER ADVISORY CONTRACT. The Master Advisory Contract
is hereby adopted for the Fund. The Fund shall be one of the "Funds"
referred to in the Master Advisory Contract; and its shares shall be a "Series"
of shares as referred to therein.
2. PAYMENT OF FEES. For all services to be rendered, facilities
furnished and expenses paid or assumed by the Adviser as provided in the Master
Advisory Contract and herein, the Fund shall pay a monthly fee on the first
business day of each
<PAGE>
month, based upon the average daily value (as determined on each business day at
the time set forth in the Prospectus for determining net asset value per share)
of the net assets of the Fund during the preceding month, at the annual rate of
0.85%.
3. LIMITATION OF EXPENSES PAID BY THE FUND. (a) If the
aggregate expenses of every character incurred by, or allocated to, a Fund in
any fiscal year, other than interest, taxes, expenses under the Plan, brokerage
commissions and other portfolio transaction expenses, other expenditures which
are capitalized in accordance with generally accepted accounting principles and
any extraordinary expenses (including, without limitation, litigation and
indemnification expenses) but including the fees payable under the Master
Administrative Services Contract and the fees provided for in paragraph 5 of the
Master Advisory Contract ("includable expenses"), shall exceed the expense
limitations applicable to the Fund imposed by state securities laws or
regulations thereunder, as these limitations may be raised or lowered from time
to time, the Fund may deduct from the fees to be paid to the Adviser, or the
Adviser will bear, to the extent required by state law, that portion of such
excess which bears the same relation to the total of such excess as the fee to
be paid to the Adviser bears to the total fee otherwise payable for the fiscal
year by the Fund pursuant to the Master Advisory Contract and the Master
Administrative Services Contract between the Trust and the Administrator. The
Adviser's obligation pursuant hereto will be limited to the amount of the fees
payable for the fiscal year by the Fund pursuant to the Master Advisory
Contract.
(b) With respect to portions of a fiscal year in which this Contract
shall be in effect, the limitation specified in subparagraph (a) of paragraph 3
above shall be prorated according to the proportion which that portion of the
fiscal year bears to the full fiscal year. At the end of each month of the
Trust's fiscal year, the Administrator will review the includable expenses
accrued during that fiscal year to the end of the period and shall estimate the
contemplated includable expenses for the balance of that fiscal year. If, as a
result of that review and estimation, it appears likely that the includable
expenses will exceed such limitation for a fiscal year with respect to the Fund,
the monthly fees relating to that Fund payable to the Adviser under this
Contract for such month shall be reduced, subject to the later adjustments at
the end of each month through the end of the fiscal year to reflect actual
expenses, by an amount equal to the proportionate share attributable to the
Adviser as described in subparagraph (a) of paragraph 3 above of a pro rata
portion (prorated on the basis of the remaining months of the fiscal year,
including the month just ended) of the amount by which the includable expenses
for the fiscal year (less an amount equal to the aggregate of actual reductions
made pursuant to this provision with respect to prior months of the fiscal year)
are expected to exceed such limitation. For purposes of the foregoing, the value
of the net assets of the Fund shall be computed in the manner specified in the
penultimate sentence of paragraph 5 of the Master Advisory Contract, and any
payments required to be made by the Adviser shall be made once a year promptly
after the end of the Trust's fiscal year.
If the foregoing correctly sets forth the agreement between the Trust and
the Adviser, please so indicate by signing and returning to the Trust the
enclosed copy hereof.
<PAGE>
Very truly yours,
CORE EQUITY FUND, a Series of IBJ
Funds Trust
By: ------------------------
Title:
The foregoing Contract
is hereby agreed to as of
the date hereof:
IBJ SCHRODER BANK & TRUST COMPANY
By: -----------------------
Title:
<PAGE>
GROWTH AND INCOME FUND
A SERIES OF IBJ FUNDS TRUST
237 PARK AVENUE
NEW YORK, NEW YORK 10017
November 18, 1994
As amended ________________
To be effective ________________
IBJ Schroder Bank & Trust Company
One State Street
New York, New York 10004
INVESTMENT ADVISORY CONTRACT SUPPLEMENT
Dear Sirs or Madams:
This will confirm the agreement between IBJ Funds Trust (the "Trust")
and IBJ Schroder Bank & Trust Company (the "Adviser") as follows:
Growth and Income Fund (the "Fund") is a series portfolio of the Trust
which has been organized as a business trust under the laws of the State of
Delaware and is an open-end management investment company. The Trust and the
Adviser have entered into a Master Investment Advisory Contract, dated November
18, 1994 (as from time to time amended and supplemented, the "Master Advisory
Contract"), pursuant to which the Adviser has undertaken to provide or make
provision for the Trust for certain investment advisory and management services
identified therein and to provide certain other services, as more fully set
forth therein. Certain capitalized terms used without definition in this
Investment Advisory Contract Supplement have the meaning specified in the Master
Advisory Contract.
The Trust agrees with the Adviser as follows:
1. ADOPTION OF MASTER ADVISORY CONTRACT. The Master Advisory Contract
is hereby adopted for the Fund. The Fund shall be one of the "Funds" referred
to in the Master Advisory Contract; and its shares shall be a "Series" of shares
as referred to therein.
1. PAYMENT OF FEES. For all services to be rendered, facilities furnished
and expenses paid or assumed by the Adviser as provided in the Master Advisory
Contract and herein, the Fund shall pay a monthly fee on the
<PAGE>
first business day of each month, based upon the average daily value
(as determined on each business day at the time set forth in the
Prospectus for determining net asset value per share) of the net
assets of the Fund during the preceding month, at the annual rate of
0.85%.
3. LIMITATION OF EXPENSES PAID BY THE FUND. (a) If the aggregate
expenses of every character incurred by, or allocated to, a Fund in any fiscal
year, other than interest, taxes, expenses under the Plan, brokerage commissions
and other portfolio transaction expenses, other expenditures which are
capitalized in accordance with generally accepted accounting principles and any
extraordinary expenses (including, without limitation, litigation and
indemnification expenses) but including the fees payable under the Master
Administrative Services Contract and the fees provided for in paragraph 5 of the
Master Advisory Contract ("includable expenses"), shall exceed the expense
limitations applicable to the Fund imposed by state securities laws or
regulations thereunder, as these limitations may be raised or lowered from time
to time, the Fund may deduct from the fees to be paid to the Adviser, or the
Adviser will bear, to the extent required by state law, that portion of such
excess which bears the same relation to the total of such excess as the fee to
be paid to the Adviser bears to the total fee otherwise payable for the fiscal
year by the Fund pursuant to the Master Advisory Contract and the Master
Administrative Services Contract between the Trust and the Administrator. The
Adviser's obligation pursuant hereto will be limited to the amount of the fees
payable for the fiscal year by the Fund pursuant to the Master Advisory
Contract.
(b) With respect to portions of a fiscal year in which this Contract
shall be in effect, the limitation specified in subparagraph (a) of paragraph 3
above shall be prorated according to the proportion which that portion of the
fiscal year bears to the full fiscal year. At the end of each month of the
Trust's fiscal year, the Administrator will review the includable expenses
accrued during that fiscal year to the end of the period and shall estimate the
contemplated includable expenses for the balance of that fiscal year. If, as a
result of that review and estimation, it appears likely that the includable
expenses will exceed such limitation for a fiscal year with respect to the Fund,
the monthly fees relating to that Fund payable to the Adviser under this
Contract for such month shall be reduced, subject to the later adjustments at
the end of each month through the end of the fiscal year to reflect actual
expenses, by an amount equal to the proportionate share attributable to the
Adviser as described in subparagraph (a) of paragraph 3 above of a pro rata
portion (prorated on the basis of the remaining months of the fiscal year,
including the month just ended) of the amount by which the includable expenses
for the fiscal year (less an amount equal to the aggregate of actual reductions
made pursuant to this provision with respect to prior months of the fiscal year)
are expected to exceed such limitation. For purposes of the foregoing, the value
of the net assets of the Fund shall be computed in the manner specified in the
penultimate sentence of paragraph 5 of the Master Advisory Contract, and any
payments required to be made by the Adviser shall be made once a year promptly
after the end of the Trust's fiscal year.
If the foregoing correctly sets forth the agreement between the Trust and
the Adviser, please so indicate by signing and returning to the Trust the
enclosed copy hereof.
<PAGE>
Very truly yours,
GROWTH AND INCOME FUND,
a Series of IBJ Funds Trust
By: -------------------------
Title:
The foregoing Contract
is hereby agreed to as of
the date hereof:
IBJ SCHRODER BANK & TRUST COMPANY
By: ------------------------
Title:
<PAGE>
RULE 12b-1 DISTRIBUTION PLAN AND AGREEMENT (SERVICE CLASS)
IBJ FUNDS TRUST
DATE
Provident Distributors, Inc.
Four Falls Corporate Center
West Conshohocken, PA 19428
Dear Sirs or Madams:
This will confirm the agreement between IBJ Funds Trust (the "Trust") and
Provident Distributors, Inc.(the "Distributor") as follows:
1. Definitions. (a) The Trust is an open-end management investment
-----------
company organized under the laws of the State of Delaware. The Trust is
registered under the Investment Company Act of 1940, as amended (the "Act"). The
Trust's shares of beneficial interest may be classified into series in which
each series represents the entire undivided interests of a separate portfolio of
assets. Each series may be divided into multiple classes. For all purposes of
this Agreement and Plan, a "Fund" shall mean a separate portfolio of assets of
the Trust which has entered into a Rule 12b-1 Distribution Plan and Agreement
Supplement, and a "Series" shall mean the series of shares of beneficial
interest representing undivided interests in a Fund. All references herein to
this Agreement and Plan shall be deemed to be references to this Agreement and
Plan as it may from time to time be supplemented by Rule 12b- 1 Distribution
Plan and Agreement Supplements.
(b) As permitted by Rule 12b-1 (the "Rule") under the Act, the Trust has
adopted a Distribution Plan and Agreement (the "Plan") for the Service Class of
Shares of each Fund pursuant to which the Trust may make certain payments to the
Distributor for direct and indirect expenses incurred in connection with the
distribution of shares of the Funds. The Trust's Board of Trustees has
determined that there is a reasonable likelihood that the Plan, if implemented,
will benefit each Fund and its shareholders.
2. Adoption of Plan. The Trust hereby adopts this Plan, and the parties
----------------
hereto enter into this Plan, on the terms and conditions specified herein.
3. Distribution-Related Fee.
------------------------
(a) For Service Class shares, the Trust shall pay the Distributor
on the first business day of each month in such an amount as the Distributor
may have requested for distribution activities, provided that each such
payment shall not exceed an annual rate of 0.25% of the average daily value of a
Fund's net assets attributable to its Service Class shares (as determined on
each business day at the time set forth in the Trust's currently effective
prospectus for determining net asset value per share) during the preceding month
in which the Plan is implemented.
<PAGE>
(b) For purposes of calculating the maximum of each such monthly
fee, the value of a Fund's net assets shall be computed in the manner
specified in the Trust's Declaration of Trust, and in the Trust's Prospectus or
Prospectuses, as the same may be amended from time to time. All expenses
incurred by the Trust hereunder shall be charged against the relevant Fund's
assets. For purposes of this Plan, a "business day" is any day the New York
Stock Exchange is open for trading.
4. Purposes of Payments.
--------------------
(a) The Distributor must use all amounts received under the Plan for (i)
advertising by radio, television, newspapers, magazines, brochures, sales
literature, direct mail or any other form of advertising, (ii) expenses of sales
employees or agents of the Distributor, including salary, commissions,
travel and related expenses, (iii) payments to broker-dealers and financial
institutions in connection with the distribution of shares, including payments
in amounts based on the average daily value of Fund shares owned by shareholders
in respect of which the broker-dealer or institution has a distributing
relationship, (iv) costs of printing prospectuses, statements of additional
information and other materials to be given or sent to prospective investors,
(v) such other similar services as the Board of Trustees determines to be
reasonably calculated to result in the sale of shares of the Funds, (vi)
costs of shareholder servicing and administrative services support which may
be incurred by broker-dealers, banks or other financial institutions, and (vii)
other direct and indirect distribution-related activities, including the
provision of services with respect to maintaining the assets of the Funds.
(b) The services rendered by the Distributor hereunder are in addition to
the distribution and administrative services reasonably necessary for the
operation of the Trust and the Fund pursuant to the Administrative
Services Agreement between the Trust and First Data Investor Services Group,
Inc. and the Distribution Contract between the Trust and the Distributor, other
than those services which are to be provided by the investment adviser
pursuant to the Master Investment Advisory Agreement between the Trust and IBJ
Schroder Bank & Trust Company.
5. Related Agreements. All other agreements relating to the
------------------
implementation of this Plan (the "related agreements") shall be in writing, and
such related agreements shall be subject to termination, without penalty, on not
more than sixty days' written notice to any other party to the agreement, in
accordance with the provisions of clauses (a) and (b) of paragraph 9 hereof.
6. Approvals by Trustees and Shareholders. This Plan shall become
---------------------------------------
effective upon approval by (a) a majority of the Board of Trustees of the Trust
for each Fund, including a majority of the Trustees who are not "interested
persons" (as defined in the Act) of the Trust and who have no direct or indirect
financial interest in the operation of the Plan or in any related agreements
(the "Plan Trustees"), pursuant to a vote cast in person at a meeting called for
the purpose of voting on the Plan, and (b) the holders of a majority of the
outstanding securities of a Fund (as defined in the Act). Related agreements
shall be subject to approval by the Trustees in the manner provided in clause
(a) of the preceding sentence.
7. Duration and Annual Approval by Trustees. This Plan and any related
----------------------------------------
agreements shall continue in effect for a period of more than one year from the
date of their adoption or execution, provided such continuances are approved
annually by a majority of the Board of Trustees, including a majority of the
Plan Trustees, pursuant
<PAGE>
to a vote east in person at a meeting called for the purpose of voting on the
continuance of this Plan or any related agreement.
8. Amendments. This Plan may be amended at any time with the approval of
----------
a majority of the Board of Trustees, provided that (a) any material amendment of
this Plan must be approved by the Trustees in accordance with procedures set
forth in paragraph 7 hereof, and (b) any amendment to increase materially the
amount to be expended by a particular Fund pursuant to this Plan must also be
approved by the vote of the holders of a "majority of the outstanding voting
securities" of the Fund (as defined in the Act), provided that no approval shall
be required in respect of a Rule 12b-1 Distribution Plan and Agreement
Supplement entered into to add a Fund to those covered by this Plan (or to amend
or terminate such supplement) by the holders of the outstanding voting
securities of any Series other than that of such Fund.
9. Termination. This Plan may be terminated at any time, without the
-----------
payment of any penalty, by (a) the vote of a majority of the Plan Trustees or
(b) the vote of the holders of a "majority of the outstanding voting securities"
of a Fund (as defined in the Act). If this Plan is terminated with respect to
any Fund, it shall nonetheless remain in effect with respect to any remaining
Funds.
10. Selection and Nomination of Trustees. While this Plan is in effect,
------------------------------------
the selection and nomination of the Trustees who are not "interested persons" of
the Trust (as defined in the Act) shall be committed to the discretion of the
Trustees then in office who are not "interested persons" of the Trust.
11. Effect of Assignment. To the extent that this Plan constitutes a
---------------------
plan of distribution adopted pursuant to the Rule, it shall remain in effect as
such so as to authorize the use of the Fund's assets in the amounts and for the
purposes set forth herein, notwithstanding the occurrence of an assignment (as
defined in the Act). To the extent this Plan concurrently constitutes an
agreement relating to implementation of the plan of distribution, it shall
terminate automatically in the event of its assignment, and the Trust may
continue to make payments pursuant to this Plan only (a) upon the approval of
the Board of Trustees in accordance with the procedures set forth in paragraph 7
hereof, and (b) if the obligations of the Distributor under this Plan are to be
performed by any organization other than the Distributor, upon such
organization's adoption and assumption in writing of all provisions of this Plan
as party hereto.
12. Quarterly Reports to Trustees. The Distributor shall prepare and
------------------------------
furnish to the Board of Trustees, at least quarterly, a written report setting
forth all amounts expended pursuant to this Plan and any related agreements and
the purposes for which such expenditures were made. The written report shall
include a detailed description of the continuing services provided by broker-
dealers and other financial intermediaries pursuant to paragraph 4 of this Plan.
13. Preservation of Records. The Trust shall preserve copies of this
------------------------
Plan, any related agreements and any reports made pursuant to this Plan for a
period of not less than six years from the date of this Plan or any such related
agreement or report. For the first two years, copies of such documents shall be
preserved in an easily accessible place.
<PAGE>
14. Limitations on Liability of Distributor. The Distributor shall give
---------------------------------------
the Trust the benefit of the Sponsor's best judgment and efforts in rendering
services under this Plan. As an inducement to the Distributor's undertaking to
render these services, the Trust agrees that the Distributor shall not be liable
under this Plan for any mistake in judgment or in any other event whatsoever
except for lack of good faith, provided that nothing in this Plan shall be
deemed to protect or purport 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 the Distributor's duties under this Plan or by reason of the
Distributor's reckless disregard of its obligations and duties hereunder.
15. Other Distribution-Related Expenditures. Nothing in this Plan shall
---------------------------------------
operate or be construed to limit the extent to which the Distributor or any
other person other than the Trust may incur costs and pay expenses associated
with the distribution of Fund shares.
16. Miscellaneous. The Trust's Certificate of Trust, dated as of August
-------------
25, 1994, as amended, is on file with the Secretary of State of the State of
Delaware. The obligations of the Trust are not personally binding upon, nor
shall resort be had to the private property of any of the Trustees,
shareholders, officers, employees or agents of the Trust, but only the Trust's
property shall be bound.
IN WITNESS WHEREOF, each of the parties has caused this
instrument to be executed in its name and on its behalf by its duly authorized
representative as of the date first above written.
Very truly yours,
IBJ FUNDS TRUST
By:___________________________
Title:
PROVIDENT DISTRIBUTORS, INC.
By:___________________________
Title:
<PAGE>
THE CORE FIXED INCOME FUND
(Service Class)
A Series of IBJ Funds Trust
DATE
Provident Distributors, Inc.
Four Falls Corporate Center
West Conshohocken, PA 19428
Rule 12b-1 Distribution Plan and Agreement Supplement
Dear Sirs or Madams:
This will confirm the agreement between IBJ Funds Trust (the "Trust") and
Provident Distributors, Inc. (the "Distributor") as follows:
The Core Fixed Income Fund (the "Fund") is a series portfolio of the Trust
which has been organized as a business trust under the laws of the State of
Delaware and is an open-end management investment company. The Trust and the
Distributor have entered into a Rule 12b-1 Distribution Plan and
Agreement, dated____________, _____ (as from time to time amended and
supplemented, the "Master Agreement"), pursuant to which the Distributor has
agreed to pay broker-dealers and other financial intermediaries for
rendering certain distribution related services, as more fully set forth
therein. Certain capitalized terms used without definition in this
Supplement have the meaning specified in the Master Agreement.
The Trust agrees with the Sponsor as follows:
21. Adoption of Master Agreement. The Master Agreement is hereby
adopted for the Fund. The Fund shall be one of the "Funds" referral to in the
Master Agreement; and its shares shall be a "Series" of shares as referred to
therein.
22. Payment of Fees. Payments pursuant to the Master Agreement and this
Supplement are paid in accordance with paragraph 3 of the Master Agreement and
at an annual rate not in excess of 0.25% of the average daily value of the net
assets of the Service Class of the Core Fixed Income Fund.
<PAGE>
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,
IBJ FUNDS TRUST
By:_________________________
Title:
The foregoing Plan and Agreement is hereby agreed to as of the date hereof:
PROVIDENT DISTRIBUTORS, INC.
By:________________________
Title:
<PAGE>
CORE EQUITY FUND
(Service Class)
A Series of IBJ Funds Trust
DATE
Provident Distributors, Inc.
Four Falls Corporate Center
West Conshohocken, PA 19428
Rule 12b-1 Distribution Plan and Agreement Supplement
Dear Sirs or Madams:
This will confirm the agreement between IBJ Funds Trust (the "Trust") and
Provident Distributors, Inc.(the "Distributor") as follows:
The Core Equity Fund (the "Fund") is a series portfolio of the Trust which
has been organized as a business trust under the laws of the State of Delaware
and is an open-end management investment company. The Trust and the Distributor
have entered into a Rule 12b-1 Distribution Plan and Agreement,
dated___________, _____ (as from time to time amended and supplemented, the
"Master Agreement"), pursuant to which the Distributor has agreed to pay
broker-dealers and other financial intermediaries for rendering certain
distribution related services, as more fully set forth therein. Certain
capitalized terms used without definition in this Supplement have the meaning
specified in the Master Agreement.
The Trust agrees with the Sponsor as follows:
23. Adoption of Master Agreement. The Master Agreement is hereby
adopted for the Fund. The Fund shall be one of the "Funds" referral to in the
Master Agreement; and its shares shall be a "Series" of shares as referred to
therein.
24. Payment of Fees. Payments pursuant to the Master Agreement and this
Supplement are paid in accordance with paragraph 3 of the Master Agreement and
at an annual rate not in excess of 0.25% of the average daily value of the net
assets of the Service Class of the Core Equity Fund.
<PAGE>
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,
IBJ FUNDS TRUST
By:_________________________
Title:
The foregoing Plan and Agreement is hereby agreed to as of the date hereof:
PROVIDENT DISTRIBUTORS, INC.
By:________________________
Title:
<PAGE>
THE BLENDED TOTAL RETURN FUND
(Service Class)
A Series of IBJ Funds Trust
DATE
Provident Distributors, Inc.
Four Falls Corporate Center
West Conshohocken, PA 19428
Rule 12b-1 Distribution Plan and Agreement Supplement
Dear Sirs or Madams:
This will confirm the agreement between IBJ Funds Trust (the "Trust") and
Provident Distributors, Inc.(the "Distributor") as follows:
The Blended Total Return Fund(the "Fund") is a series portfolio of the
Trust which has been organized as a business trust under the laws of the State
of Delaware and is an open-end management investment company. The Trust and the
Distributor have entered into a Rule 12b-1 Distribution Plan and Agreement,
dated __________, _____ (as from time to time amended and supplemented, the
"Master Agreement"), pursuant to which the Distributor has agreed to pay broker-
dealers and other financial intermediaries for rendering certain distribution
related services, as more fully set forth therein. Certain capitalized terms
used without definition in this Supplement have the meaning specified in the
Master Agreement.
The Trust agrees with the Sponsor as follows:
25. Adoption of Master Agreement. The Master Agreement is hereby adopted
for the Fund. The Fund shall be one of the "Funds" referral to in the Master
Agreement; and its shares shall be a "Series" of shares as referred to therein.
26. Payment of Fees. Payments pursuant to the Master Agreement and this
Supplement are paid in accordance with paragraph 3 of the Master Agreement and
at an annual rate not in excess of 0.25% of the average daily value of the net
assets of the Service Class of the Blended Total Return Fund.
<PAGE>
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,
IBJ FUNDS TRUST
By:___________________________
Title:
The foregoing Plan and Agreement is hereby agreed to as of the date hereof:
PROVIDENT DISTRIBUTORS, INC.
By:________________________
Title:
<PAGE>
FORM OF PROXY
[Shareholder Name]
[Title (if applicable)]
[Address]
[Address]
[Shares Held]
IBJ FUNDS TRUST
IBJ Blended Total Return Fund
IBJ Core Equity Fund
IBJ Core Fixed Income Fund
SPECIAL MEETING OF SHAREHOLDERS
January 28, 2000
SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF IBJ FUNDS TRUST
The undersigned hereby appoints Michelle Whalen and Marc Schuman proxies of the
undersigned, each with the power to appoint his substitute, for the Special
Meeting of Shareholders of the IBJ Blended Total Return Fund, IBJ Core Equity
Fund and IBJ Core Fixed Income Fund (the "Funds"), each a series of IBJ Funds
Trust (the "Trust"), to be held at 9:00 a.m. (Eastern time) on January 28, 2000,
held at the offices of the Trust at 4400 Computer Drive, Westborough,
Massachusetts 01581, and at any and all adjournments thereof (the "Meeting"), to
vote, as designated below, all shares of the Funds, held by the undersigned at
the close of business on December 2, 1999.
A signed proxy will be voted in favor of the Proposals listed below unless you
have specified otherwise. Please sign, date and return this proxy promptly. You
may vote only if you held shares in a Fund at the close of business on December
7, 1999. Your signature authorizes the proxies to vote in their discretion on
such other business as may properly come before the Meeting including, without
limitation, all matters incident to the conduct of the Meeting.
PLEASE VOTE BY FILLING IN ONE OF THE BOXES BELOW.
<PAGE>
IBJ Blended Total Return Fund
PROPOSAL #1
To approve a new investment advisory agreement between IBJ Funds Trust and IBJ
Whitehall Bank & Trust Company with respect to the Fund.
FOR |_| AGAINST |_| ABSTAIN |_|
PROPOSAL #2
To approve a 12b-1 Distribution Plan for the Fund.
FOR |_| AGAINST |_| ABSTAIN |_|
Signed: ____________________________________ Dated: __________________
[Shareholder Name]
Signed: ____________________________________ Dated: __________________
[Signature(s) (if held jointly)]
Please sign exactly as the name or names appear on your shareholder account
statement. When signing as attorney, trustee, executor, administrator,
custodian, guardian or corporate officer, please give your full title. If shares
are held jointly, each shareholder should sign.
<PAGE>
PLEASE VOTE BY FILLING IN ONE OF THE BOXES BELOW.
IBJ Core Equity Fund
PROPOSAL #1
To approve a new investment advisory agreement between IBJ Funds Trust and IBJ
Whitehall Bank & Trust Company with respect to the Fund.
FOR |_| AGAINST |_| ABSTAIN |_|
PROPOSAL #2
To approve a 12b-1 Distribution Plan for the Fund.
FOR |_| AGAINST |_| ABSTAIN |_|
Signed: ____________________________________ Dated: __________________
[Shareholder Name]
Signed: ____________________________________ Dated: __________________
[Signature(s) (if held jointly)]
Please sign exactly as the name or names appear on your shareholder account
statement. When signing as attorney, trustee, executor, administrator,
custodian, guardian or corporate officer, please give your full title. If shares
are held jointly, each shareholder should sign.
<PAGE>
PLEASE VOTE BY FILLING IN ONE OF THE BOXES BELOW.
IBJ Core Fixed Income Fund
PROPOSAL #1
To approve a new investment advisory agreement between IBJ Funds Trust and IBJ
Whitehall Bank & Trust Company with respect to the Fund.
FOR |_| AGAINST |_| ABSTAIN |_|
PROPOSAL #2
To approve a 12b-1 Distribution Plan for the Fund.
FOR |_| AGAINST |_| ABSTAIN |_|
Signed: ____________________________________ Dated: __________________
[Shareholder Name]
Signed: ____________________________________ Dated: __________________
[Signature(s) (if held jointly)]
Please sign exactly as the name or names appear on your shareholder account
statement. When signing as attorney, trustee, executor, administrator,
custodian, guardian or corporate officer, please give your full title. If shares
are held jointly, each shareholder should sign.
