DISTRIBUTOR'S CONTRACT
Each Massachusetts Business Trust (Trust) designated in Appendix 2 from
time to time, acting severally, and Colonial Investment Services, Inc. (CIS), a
Massachusetts corporation, agree effective _________________:
1. APPOINTMENT OF CIS. The Trust may offer an unlimited number of separate
investment series (Funds), each of which may have multiple classes of shares
(Shares). The Trust appoints CIS as the principal underwriter and exclusive
distributor of Shares of Funds designated in Appendix 2. The Contract will apply
to each Fund as set forth on Appendix 2 as it may be amended from time to time
with the latest effective date and signed.
2. SALE OF SHARES. CIS, acting as principal for its own account and not as
agent for the Trust, shall have the exclusive right to purchase Shares and shall
sell Shares in accordance with a Fund's prospectus on a "best efforts" basis.
CIS shall purchase Shares at a price equal to the net asset value only as needed
to fill orders. CIS will receive all sales charges. CIS will notify the Trust at
the end of each business day of the Shares of each Fund to be purchased. The
Trust may at any time refuse to sell Shares hereunder and may issue Shares
directly to shareholders as a stock split or dividend.
3. REDEMPTION OF SHARES. The Trust will redeem in accordance with a Fund's
prospectus all Shares tendered by CIS pursuant to shareholder redemption
requests. CIS will notify the Trust at the end of each business day of the
Shares of each Fund tendered.
4. COMPLIANCE. CIS will comply with applicable provisions of the prospectus of a
Fund and with applicable laws and rules relating to the sale of Shares and
indemnifies the Trust for any damage or expense from unlawful acts by CIS and
persons acting under its direction or authority.
5. EXPENSES. The Trust will pay all expenses associated with:
a. the registration and qualification of Shares for sale;
b. shareholder meetings and proxy solicitation;
c. Share certificates;
d. communications to shareholders; and
e. taxes payable upon the issuance of Shares to CIS.
CIS will pay all expenses associated with advertising and sales literature
including those of printing and distributing prospectuses and shareholder
reports, proxy materials and other shareholder communications used as sales
literature.
6. 12b-1 PLAN. Except as indicated in Appendix 1 which may be revised from time
to time, dated and signed, this Section 6 constitutes each Fund's distribution
plan (Plan) adopted pursuant to Rule 12b-1 (Rule) under the Investment Company
Act of 1940 (Act).
A. The Fund* shall pay CIS monthly a service fee at the annual rate of 0.25% of
the net assets of its Class A and B Shares on the 20th of each month and a
distribution fee at an annual rate of 0.75% of the average daily net assets of
its Class B Shares. Each of the Funds identified on Appendix 1 as having a Class
D share 12b-1 Plan shall pay CIS monthly a service fee at the annual rate of
0.25% of the net assets of its Class D shares on the 20th of each month and a
distribution fee at an annual rate of 0.75% of the average daily net assets of
its Class D shares. Each of the Funds identified on Appendix 1 as having a Class
C share 12b-1 Plan shall pay CIS monthly a service fee at the annual rate of
0.25% of the net assets of its Class C shares on the 20th of each month and a
distribution fee at an annual rate of 0.15% of the average daily net assets of
its Class C shares. CIS may use the service and distribution fees received from
the Fund as reimbursement for commissions and service fees paid to financial
service firms which sold Fund shares and to defray other CIS distribution and
shareholder servicing expenses, including its expenses set forth in Paragraph 5.
CIS shall provide to the Trust's Trustees, and the Trustees shall review, at
least quarterly, reports setting forth all Plan expenditures, and the purposes
for those expenditures. Amounts payable under this paragraph are subject to any
limitations on such amounts prescribed by applicable laws or rules.
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* Except as indicated in Appendix 1.
B. Payments by the Trust to CMAI and its affiliates other than any prescribed by
Section 6A which may be indirect financing of distribution costs are authorized
by this Plan.
C. The Plan shall continue in effect only so long as specifically approved at
least annually as provided in the Rule. The Plan may not be amended to increase
materially the service fee or distribution fee without such shareholder approval
as is required by the Rule and any applicable orders of the Securities and
Exchange Commission, and all material amendments of the Plan must be approved in
the manner described in the Rule. The Plan may be terminated at any time as
provided in the Rule without payment of any penalty. The continuance of the Plan
shall be effective only if the selection and nomination of the Trust's Trustees
who are not interested persons (as defined under the Act) of the Trust is
effected by such non-interested Trustees as required by the Rule.
7. CONTINUATION, AMENDMENT OR TERMINATION. This Contract (a) supersedes and
replaces any contract or agreement relating to the subject matter hereof in
effect prior to the date hereof, (b) shall continue in effect only so long as
specifically approved at least annually by the Trustees or shareholders of the
Trust and (c) may be amended at any time by written agreement of the parties,
each in accordance with the Act. This Contract (a) shall terminate immediately
upon the effective date of any later dated agreement relating to the subject
matter hereof, and (b) may be terminated upon 60 days notice without penalty by
a vote of the Trustees or by CMAI or otherwise in accordance with the Act and
will terminate immediately in the event of assignment (as defined under the
Act). Upon termination the obligations of the parties under this Contract shall
cease except for unfulfilled obligations and liabilities arising prior to
termination. All notices shall be in writing and delivered to the office of the
other party.
8. AGREEMENT AND DECLARATION OF TRUST. A copy of the document establishing the
Trust is filed with the Secretary of The Commonwealth of Massachusetts. This
Contract is executed by officers not as individuals and is not binding upon any
of the Trustees, officers or shareholders of the Trust individually but only
upon the assets of the Fund.
Agreed:
EACH TRUST DESIGNATED IN APPENDIX 2
By:_______________________________
Xxxxxx X. Xxxxx, Secretary For Each Trust
COLONIAL INVESTMENT SERVICES, INC.
By:_______________________________
Xxxxxxx X. XxXxxxxx, President
APPENDIX 1
THE FOLLOWING IS APPLICABLE TO THE DESIGNATED FUND'S 12b-1 PLAN:
1. For Colonial Government Money Market Fund and Colonial Tax-Exempt Money
Market Fund, the first sentence of Section 6A is replaced with: "The Fund shall
pay CIS monthly a service fee at an annual rate of 0.25% of the net assets of
its Class B Shares on the 20th of each month and a distribution fee at an annual
rate of 0.75% of the average daily net assets of its Class B shares."
2. For Colonial California Tax-Exempt Fund, Colonial Connecticut Tax-Exempt
Fund, Colonial Florida Tax-Exempt Fund, Colonial Massachusetts Tax-Exempt Fund,
Colonial Michigan Tax-Exempt Fund, Colonial Minnesota Tax-Exempt Fund, Colonial
New York Tax-Exempt Fund, Colonial North Carolina Tax-Exempt Fund and Colonial
Ohio Tax-Exempt Fund the first sentence of Section 6A is replaced with: "The
Fund shall pay CIS monthly a service fee at an annual rate of 0.10% of the net
assets on the 20th of each month of its Class A and Class B Shares outstanding
on November 30, 1994, and 0.25% of the net assets on the 20th of each month of
its Class A and Class B Shares issued thereafter, and a distribution fee at an
annual rate of 0.75% of the average daily net assets of its Class B Shares.
3. For The Colonial Fund and Colonial Growth Shares Fund, the first sentence of
Section 6A is replaced with: "The Fund shall pay CIS monthly a service fee at an
annual rate of 0.15% of the net assets on the 20th of each month of its Class A
and B Shares outstanding which were issued prior to April 1, 1989, and 0.25% of
the net assets on the 20th of each month of its Class A and B Shares issued
thereafter, and a distribution fee at an annual rate of 0.75% of the average
daily net assets of its Class B Shares.
4. For Colonial Strategic Income Fund, the first sentence of Section 6A is
replaced with: "The Fund shall pay CIS monthly a service fee at an annual rate
of 0.15% of the net assets on the 20th of each month of its Class A and B Shares
outstanding which were issued prior to January 1, 1993, and 0.25% of the net
assets on the 20th of each month of its Class A and B Shares issued thereafter,
and a distribution fee at an annual rate of 0.75% of the average daily net
assets of its Class B Shares."
5. For Colonial Adjustable Rate U.S. Government Fund and Colonial Intermediate
Tax-Exempt Fund, the first sentence of Section 6A is replaced with: "The Fund
shall pay CIS monthly a service fee at an annual rate of 0.20% of the net assets
on the 20th of each month of its Class A and B Shares and a distribution fee at
an annual rate of 0.65% of the average daily net assets of its Class B Shares."
6. For Colonial Short-Term Tax-Exempt Fund, the first sentence of Section 6A is
replaced with: "The Fund shall pay CIS monthly a service fee at an annual rate
of 0.10% of the net assets on the 20th of each month of its Class A Shares.";
and the third sentence is replaced with: "CIS may use the service fee received
from the Fund as reimbursement for service fees paid to financial firms which
sold Fund shares and to defray other CIS shareholder servicing expenses,
including its expenses set forth in Paragragh 5."
7. For Colonial Strategic Balanced Fund and Colonial Newport Tiger Fund, the
first sentence of Section 6A is replaced with: "The Fund shall pay CIS monthly a
service fee at an annual rate of 0.25% of the net assets attributed to each
Class of shares on the 20th of each month. The Fund shall also pay the
Distributor an annual distribution fee not exceeding 0.30% of the average net
assets attributed to its Class A shares and 0.75% of the average net assets
attributed to its Class B and Class D shares."
8. The Funds with Class D share 12b-1 Plans are as follows: Colonial Strategic
Balanced Fund, Colonial International Fund for Growth, Colonial Government Money
Market Fund, Colonial U.S. Fund for Growth, Colonial Newport Tiger Fund,
Colonial High Yield Securities Fund and Colonial Small Stock Fund.
9. The Funds with Class C share 12b-1 Plans are as follows: Colonial Adjustable
Rate U.S. Government Fund.
By:______________________________________
Xxxxxx X. Xxxxx, Secretary For Each Trust
By:______________________________________
Xxxxxxx X. XxXxxxxx, President
Colonial Investment Services, Inc.
Dated:
APPENDIX 2
Trust Series
Colonial Trust I
Colonial High Yield Securities Fund
Colonial Income Fund
Colonial Strategic Income Fund
Colonial Trust II
Colonial Government Money Market Fund
Colonial U.S. Government Fund
Colonial Adjustable Rate U.S. Government Fund
Colonial Trust III
Colonial Growth Shares Fund
The Colonial Fund
Colonial Federal Securities Fund
Colonial Global Equity Fund
Colonial Global Natural Resources Fund
Colonial International Fund for Growth
Colonial Strategic Balanced Fund
Colonial Trust IV
Colonial High Yield Municipal Fund
Colonial Intermediate Tax-Exempt Fund
Colonial Short-Term Tax-Exempt Fund
Colonial Tax-Exempt Fund
Colonial Tax-Exempt Insured Fund
Colonial Tax-Exempt Money Market Fund
Colonial Utilities Fund
Colonial Trust V
Colonial Massachusetts Tax-Exempt Fund
Colonial Connecticut Tax-Exempt Fund
Colonial California Tax-Exempt Fund
Colonial Michigan Tax-Exempt Fund
Colonial Minnesota Tax-Exempt Fund
Colonial New York Tax-Exempt Fund
Colonial North Carolina Tax-Exempt Fund
Colonial Ohio Tax-Exempt Fund
Colonial Florida Tax-Exempt Fund
Colonial Trust VI
Colonial U.S. Fund for Growth
Colonial Small Stock Fund
Colonial Trust VII
Colonial Newport Tiger Fund
By:______________________________________
Xxxxxx X. Xxxxx, Secretary For Each Trust
By:______________________________________
Xxxxxxx X. XxXxxxxx, President
Colonial Investment Services, Inc.
Dated:___________________
