COLUMBIA MANAGEMENT DISTRIBUTORS, INC.
MUTUAL FUND SALES AGREEMENT
Ladies and Gentlemen:
We are the exclusive distributor of the shares of the funds of the fund families
set forth in Schedule A (the "Distributed Funds"). We invite you to participate
in the offer and sale of the shares of those Distributed Funds (or classes
thereof) as we may determine from time to time (each a "Fund" and collectively
the "Funds") on the terms set forth below.
1. YOUR REGULATORY STATUS: If you are a registered broker or dealer under the
Securities Exchange Act of 1934 ("1934 Act"), you agree that the terms in
Schedule B apply. Otherwise, you agree that the terms in Schedule C apply.
2. APPOINTMENT: We appoint you to provide the services set forth in this
Agreement on a non-exclusive basis, subject to and in compliance with all terms
of this Agreement, the Funds' then-current prospectuses and statements of
additional information including any supplements thereto (collectively, the
"Prospectus"), the Funds' new account applications, applicable laws, regulations
and rules of self-regulatory organizations (collectively "Applicable Law") and
such procedures and instructions as we may communicate to you.
3. OFFER AND SALE OF FUND SHARES:
(a) You agree to offer and sell the Funds' shares, but to do so only in the
states and other jurisdictions in which we have indicated to you on a
supplemental list that you may make such offers and sales. You may act
either as principal or as agent of your customers ("Customers") who
purchase Fund shares through you. In connection with your offers and sales
of Fund shares, you agree that we have no responsibility for determining
whether the Funds' shares are suitable for your Customers. You agree never
to make any statement or representation in connection with us, our
affiliates or the Funds other than that as contained in the Prospectus,
shareholder reports and sales literature issued by us ("Sales Literature")
or as otherwise approved in writing by us.
(b) If you sell shares for which a distribution plan has been adopted pursuant
to Rule 12b-1 under the Investment Company Act of 1940 ("1940 Act"), you
agree to provide reasonable sales support assistance, including forwarding
Sales Literature to your Customers and providing other sales support
assistance as we may request. You shall perform all support services in a
professional, competent and timely manner.
(c) We shall furnish you upon request with a reasonable quantity of copies of
the Sales Literature. If we supply you with copies of any Fund prospectus
or statement of additional information supplements, you agree to affix
copies of the supplements as appropriate and distribute only appropriately
supplemented prospectuses or statements of additional information. You
agree not to use Sales Literature with your Customers unless accompanied or
preceded by the Prospectus. You agree not to amend or translate any Sales
Literature. You agree that any supplemental literature we provide you
regarding hypothetical investments may be used only in "one-on-one
presentations" within the meaning of the rules of the National Association
of Securities Dealers, Inc. ("NASD").
(d) You shall submit any sales literature or materials or advertising you
prepare regarding the Funds to us for our prior approval. We may withdraw
our approval of any such materials upon notice. You shall then immediately
discontinue using those materials. You are responsible for ensuring that
any such materials are prepared and distributed in accordance with
Applicable Law, including any filing obligations.
4. PURCHASE, REDEMPTION AND EXCHANGE OF FUND SHARES:
(a) You agree: (i) to offer and sell each class of each Fund's shares at the
applicable public offering price; (ii) that redemptions of shares will be
made at the net asset value of such shares, less any applicable deferred
sales charges or redemption fees; and (iii) that exchanges of shares will
be made at the net asset value of such shares, less any applicable sales
charges and/or redemption fees, all as provided in the Prospectus.
(b) All purchase and exchange orders are subject to acceptance and confirmation
by us, the Funds and their transfer agent (the "Transfer Agent"). You agree
to date and time stamp all orders you receive and to forward all orders to
the Transfer Agent in proper form for processing at the next-determined
share price after your receipt.
(c) You agree that you have systems, procedures and/or policies in place
designed to ensure that you are complying with all terms of this Agreement,
the Prospectus requirements and all relevant rules and regulations
regarding the handling of mutual fund share orders on a timely basis.
(d) You may not make any conditional or contingent orders for any Fund's
shares. We may in our sole discretion reject any purchase order in whole or
in part. We also may in our discretion suspend sales or withdraw the
offering of shares, in whole or part, without notice to you.
(e) If you place a purchase order and payment for shares is not received or
made within the time set forth in the Prospectus, the sale may be canceled
without any responsibility or liability on the part of us, the Funds or the
Transfer Agent or we may elect to buy the shares. We shall have no
liability for any check or other item returned unpaid to you after you have
paid us on behalf of a Customer.
(f) If you place a redemption order and the Transfer Agent does not receive
instructions in proper form, [including any outstanding certificates],
within the time set forth in the Prospectus, the redemption may be canceled
without any responsibility or liability on the part of us, the Funds or the
Transfer Agent or we may elect to buy the shares redeemed. We may refuse to
liquidate an investment or part of an investment unless we receive your
Customer's signed authorization of the liquidation.
(g) You agree that if a Customer's Fund shares are redeemed within seven
business days after the confirmation of the original order, you will refund
the full concession allowed. The provisions of this sub-Section shall
survive the termination of this Agreement.
(h) You agree to be responsible to the Funds, the Transfer Agent and us for any
losses, claims, damages or expenses resulting from your: (i) failure to
make any payment for, or settle any redemption of, Fund shares pursuant to
this Agreement or (ii) correction or cancellation of any order after its
trade date. You will immediately pay such loss, claim, damage or expense to
us, the Transfer Agent or the Funds, as appropriate, upon notification.
2
(i) You acknowledge that the Funds do not issue share certificates
(j) You further agree:
(i) to purchase shares only to cover purchase orders you already have
received, or for your own investment;
(ii) to maintain records of all transactions in Fund shares made through
you and to furnish us with copies on request;
(iii) not to withhold placing Customers' orders for shares so as to profit
as a result of such withholding;
(iv) not to place orders for Fund shares in amounts just below the point at
which sales charges are reduced so as to benefit from a higher sales
charge applicable to the amount below the breakpoint; and
(v) to purchase Fund shares only through us.
(j) You agree to cooperate with all requests by the Funds with respect to
discouraging, monitoring and terminating patterns of trading that the Funds
deem disruptive, including providing, promptly upon request by the Funds,
the Taxpayer Identification Number of all shareholders (as such term is
defined by Rule 22c-2 under the 0000 Xxx) that purchased, redeemed,
transferred or exchanged shares held through an account with you, and the
amounts and dates of such purchases, redemptions, transfers or exchanges.
You agree to comply with any restrictions and limitations on purchases,
redemptions and exchanges described in the Prospectus, including any
restrictions or prohibitions relating to frequent purchases and redemptions
(i.e., market timing). If it should come to your attention that any
Customers are engaging in a pattern of purchases, redemptions and/or
exchanges of shares that appears to evidence market timing, you shall
promptly notify us and the Funds in writing of such pattern. You also shall
execute any instructions from us or the Funds to restrict or prohibit
further purchases or exchanges of Fund shares by a shareholder (as such
term is defined by Rule 22c-2 under the 0000 Xxx) who has been identified
by the Funds as having engaged in transaction of Fund shares (directly or
indirectly through your account) that violate policies established by the
Funds for the purpose of eliminating or reducing any dilution of the value
of the outstanding securities issued by the Fund.
5. SERVICING BENEFICIAL OWNERS OF FUND SHARES: If your Customers hold positions
in shares of a class or classes upon which you receive shareholder servicing or
shareholder administration fees, you agree that the provisions of Schedule D
shall apply.
6. COMPENSATION:
(a) The total sales charges and your dealer concessions (if any) on each
purchase of Fund shares shall be as stated in the Prospectus, subject to
Applicable Law including NASD rules. You must notify the Transfer Agent
that an order qualifies for a reduction in, or waiver of, sales charges at
the time of the order placement in order for the Customer to obtain the
reduction or waiver. If you fail to so notify, neither we, the Transfer
Agent nor any of the Funds will be liable for reimbursing the Customer for
the reduction or waiver that should have been effected. You agree to ensure
that every Customer receives the benefit of any appropriate reduction in or
waiver of a sales charge as
3
described in the Prospectus. There is no sales charge or discount on
reinvested dividends.
(b) As compensation for the sales support assistance described in sub-Section
3(b), we also may arrange for you to be paid a periodic fee based upon a
percentage of the average daily net asset value of the respective Fund's
shares attributable to you. We will inform you of the amount of the fee (if
any) and may arrange for the fee payable to be changed upon prior notice.
Our liability to you for the payment of a distribution or service fee
related to a Fund for any period is limited solely to the proceeds of that
Fund's distribution or service fee actually received by us for such period.
We may stop paying distribution and service fees for any Fund at any time
without notice to you. Each Fund reserves the right to establish and change
minimum asset amounts at the representatives level and dealer level as
conditions for its obligations to pay service fees.
(c) You may charge reasonable service fees to your Customers for processing
exchange or redemption orders, provided you disclose the fees to your
Customers and that such fees do not constitute sales loads as defined in
Section 2(a)(35) of the 1940 Act.
7. COMPLIANCE WITH LAW:
(a) You agree to comply with Applicable Law and, if applicable, the rules of
the National Securities Clearing Corporation ("NSCC"). You shall have sole
responsibility for the registration and licensing of persons selling Fund
shares on your behalf and the manner of sale of Fund shares by you or those
that sell on your behalf.
(b) You agree to cooperate fully with any and all efforts by us or the Funds to
assure ourselves that you have implemented effective compliance policies
and procedures administered by qualified personnel including, without
limitation:
(i) permitting us and the Funds to become familiar with your operations
and understand those aspects of your operations that expose us or the
Funds to compliance risks;
(ii) permitting us and the Funds to maintain an active working relationship
with your compliance personnel;
(iii) providing us and the Funds with periodic and special reports in the
event of compliance problems;
(iv) providing us and the Funds with such certifications as we may require
on a periodic or special basis; and
(v) making your personnel and applicable policies and procedures available
to such audit personnel as we or the Funds may designate to audit the
effectiveness of your compliance controls.
8. CUSTOMER INSTRUCTIONS:
(a) You represent and warrant that you have full authority to act on behalf of
each Customer and will act only in accordance with the scope of your
authority when acting on behalf of the Customer.
4
(b) If a Customer's account with a Fund is established without the Customer
signing an account application, you represent and warrant that the
instructions relating to account establishment and shareholder options
(whether on the account application, in another document or orally) are in
accordance with the Customer's instructions.
(c) You agree to provide all necessary information for us and the Funds to
comply properly with all federal, state and local reporting requirements
for your Customer accounts. You represent and warrant that all Taxpayer
Identification Numbers ("TINs") you provide are certified and that you will
not establish an account without a certified TIN.
(d) You agree to be responsible to the Funds, the Transfer Agent and us for any
losses, claims, damages or expenses resulting from acting upon such
authority, instructions and performance.
9. SHAREHOLDER INFORMATION: You agree that we, the Funds and the Transfer Agent
may mail or otherwise distribute to Fund shareholders any material concerning
the Funds or other funds or services. If you hold Fund shares in record name or
as nominee for your Customers, all Prospectuses, proxy statements, shareholder
reports, and other printed material will be sent to you, and any confirmations
and other communications to shareholders will be transmitted to you. You will be
responsible for forwarding such printed material, confirmations, and
communications, or the information contained therein, to all Customers for whose
account you hold Fund shares.
10. NATURE OF RELATIONSHIP: You have no authority to act as agent for, partner
of, or participant in a joint venture with, the Funds or us or any of our
affiliates. Nothing in this Agreement shall constitute either of us the agent of
the other or you or the Funds the agent of each other, except that you shall be
deemed an agent of the Funds for the sole and limited purpose of receiving
orders for Fund shares pursuant to sub-Section 4(b), to the extent that such an
agency relationship is required by Applicable Law.
11. PROTECTION AGAINST UNAUTHORIZED USE OF RECORDKEEPING SYSTEMS: You agree to
provide such security as is necessary to prevent any unauthorized use of the
Funds' recordkeeping systems, accessed via any computer hardware or software
provided to you by us or the Transfer Agent.
12. REPORTS: Upon our request, you agree to report to us in writing on the
amounts you spend in connection with providing services pursuant to Section 3
and their purposes. You also agree to cooperate with us in our reporting to the
Board of Trustees of Distributed Funds or regulators concerning this Agreement
and the amounts you spend.
13. DISCLOSURES TO SHAREHOLDERS: You agree to disclose your compensation under
this Agreement, together with any other compensation you receive in connection
with your Customers' investments in Fund shares, to your Customers as required
by Applicable Law and to the extent necessary to ensure that your Customers
fully understand all such compensation and any conflicts of interest related to
your receipt of such compensation. You also agree and warrant that your
Customers will authorize your compensation and that your compensation will not
be excessive or unreasonable.
14. PRIVACY AND CONFIDENTIAL INFORMATION
(a) "Confidential Information" means this Agreement and all proprietary
information, data, trade secrets, business information and other
information of any kind which (a) a party ("Discloser") discloses to the
other party ("Recipient") or to which Recipient
5
obtains access in connection with this Agreement and (b) relates to (i) the
Discloser, (ii) in your case, us, the Funds, the Transfer Agent or our
affiliates, or (iii) third-party suppliers or licensors who have made
confidential or proprietary information available. Confidential Information
includes Customer and account information.
(b) The Recipient shall not disclose or use Confidential Information other than
in the course of ordinary business to carry out the purpose for which the
Confidential Information was provided to the Recipient. The Recipient also
shall not disclose Customer information on other than a "need to know"
basis and then only to: (i) Recipient's employees or officers; (ii)
affiliates of Recipient provided they shall be restricted in use and
redisclosure to the same extent as Recipient; or (iii) carefully selected
subcontractors that have entered into confidentiality agreements no less
restrictive than the terms of this Agreement; or pursuant to the exceptions
set forth in 15 USC 6802(e) and associated regulations. Prior to any
disclosure of Confidential Information as required by law, the Recipient
shall (i) notify the Discloser of any actual or threatened legal compulsion
of disclosure and any actual legal obligation of disclosure immediately
upon becoming so obligated and (ii) cooperate with the Discloser's
reasonable, lawful efforts to resist, limit or delay disclosure. Nothing in
this Section shall require any notice or other action by us or our
affiliates in connection with requests or demands for Confidential
Information by applicable regulators. The restrictions set forth herein
shall survive the termination of this Agreement.
(c) These confidentiality obligations do not apply to information which:
Recipient already rightfully possesses when disclosed by Discloser;
Recipient independently develops; becomes publicly known other than by
breach of this Section; or Recipient rightfully receives from a third party
without the obligation of confidentiality.
(d) You acknowledge that we must comply with the information security standards
of the Xxxxx-Xxxxx-Xxxxxx Act (15 USC 6801, 6805(b)(1)) and the regulations
promulgated thereunder and with other statutory and regulatory requirements
as well as our internal information security program. You will reasonably
assist us in complying and conforming with our information protection
policies. We will inform you of our requirements in this regard.
15. KNOW YOUR CUSTOMER/ANTI-MONEY LAUNDERING: Upon request, you will promptly
provide us such documentation regarding your know your customer and anti-money
laundering policies and/or evidencing the identity of the beneficial owners of
Fund shares as is necessary to permit us, the Funds and the Transfer Agent to
comply with applicable "know your customer" and anti-money laundering laws and
regulations. You agree to monitor for suspicious transactions and to assist us
in monitoring for such transactions upon our or the Funds' request. You further
represent and warrant that you: (i) have established policies and procedures
designed to prevent and detect money laundering and to meet applicable
anti-money laundering legal and regulatory requirements; (ii) have procedures to
ensure that none of your Customers holding Fund shares appear on or are covered
by any lists of prohibited persons, entities, and jurisdictions maintained and
administered by the U.S. Treasury Department's Office of Foreign Assets Control
("OFAC"); (iii) have identified, will continue to identify and will retain all
documentation necessary to identify your Customers and their sources of funds;
and (iv) do not believe, have no current reason to believe and will notify us
immediately if you come to have reason to believe that any of your Customers
holding Fund shares through you are engaged in money-laundering activities or
are associated with any terrorist or other individuals, entities or
organizations sanctioned by the United States or the jurisdictions
6
in which you do business, or appear on any lists of prohibited persons,
entities, and jurisdictions maintained and administered by OFAC.
16. INDEMNIFICATION: You shall indemnify and hold harmless us, each Fund, the
Transfer Agent, and our and their respective subsidiaries, affiliates, officers,
directors, trustees, agents and employees from all direct or indirect
liabilities, damages, losses, costs or expenses (including attorneys' fees)
arising from, related to or otherwise connected with (i) any breach by you of
any provision of this Agreement; (ii) any violation by you of Applicable Law; or
(iii) any actions or omissions by us, any Fund, the Transfer Agent, and our and
their subsidiaries, affiliates, officers, directors, trustees, agents and
employees made in reliance upon any instructions believed to be genuine and to
have been given on your behalf. The provisions of this Section shall survive the
termination of this Agreement.
17. CLEARING SERVICES: If you provide brokerage clearing services to financial
intermediaries who wish to sell Fund shares ("Originating Firms"), the terms of
Schedule E shall apply.
18. NSCC: If you and we use the services of the NSCC, the terms of Schedule F
shall apply.
19. WRAP AND SIMILAR PROGRAMS: If you intend to offer and sell the Funds' shares
through a wrap or similar managed account, the terms of Schedule G shall apply.
20. AMENDMENT AND TERMINATION OF AGREEMENT: This Agreement shall become
effective as of the date on the signature page. This Agreement shall cancel and
supersede any and all prior similar agreements or contracts relating to the
distribution of the shares between you and the Funds or their distributor. We
reserve the right to amend or assign (to the extent assignment is permitted
under Applicable Law) this Agreement at any time. You shall accept any amendment
to or assignment of this Agreement by us by placing an order after the date set
forth in any notice of amendment or assignment we send you. This Agreement shall
automatically terminate upon its assignment (as defined in the 1940 Act). You
shall provide us reasonable written notice of such an assignment. Either party
may terminate this Agreement upon reasonable written notice and all obligations
to make payments under this Agreement shall terminate upon such termination.
This Agreement also may be terminated automatically and without payment of
penalty with respect to a Fund by a vote of the majority of the independent
directors/trustees of the legal entity of which the Fund is a series, or upon 60
days notice by a vote of the majority (as defined in the 0000 Xxx) of the Fund's
outstanding shares.
21. NOTICES: You will send any notice to us by first class mail, postage
prepaid, or by confirmed telefacsimile at: ____________. We or the Funds will
send any notice to you by first class mail, postage prepaid, or by confirmed
telefacsimile to you at your address or telefacsimile number as set forth on the
signature page or such other address or telefacsimile number as we may
reasonably believe appropriate. A party that changes its address or
telefacsimile number shall promptly notify the other party.
22. USE OF TRADEMARKS, SERVICEMARKS AND FUND NAMES: We, our affiliates and the
Funds own certain registered trademarks, service marks and Fund names
(collectively, the "Logos"). If you wish to include Logos in your promotional
materials (collectively, "Sales Materials") or use a Logo as a hyperlink from an
Internet Web site you own and/or control, we grant you a non-exclusive,
non-transferable, royalty-free license to use the Logos in Sales Materials and
as a hyperlink, provided:
7
(a) You agree that we, our affiliates and the Funds own all rights, title and
interest in the Logos. You agree to do nothing inconsistent with our, our
affiliates' and the Funds' ownership of the Logos and not to contest or aid
anyone contesting any registration or application for registration of the
Logos by us, our affiliates and the Funds;
(b) You agree to use the Logos only in the form and manner we pre-approve. You
agree to use only those Logos as we may specify as hyperlinks. You shall
not use a Logo as a hyperlink in any manner that would imply that we, our
affiliates or the Funds endorse or recommend any of your products or
services.
(c) You agree to place all necessary and proper notices and legends on the
Sales Materials in order to protect our, our affiliates' and the Funds'
interests in the Logos including symbols indicating trademarks,
servicemarks and registered trademarks or servicemarks, as we request.
(d) You agree to notify us of any unauthorized use of the Logos by others
promptly after it comes to your attention and that we have the sole right
and discretion to commence actions or other proceedings for infringement,
unfair competition or the like involving the Logos. You shall cooperate in
any such proceedings if we request.
(e) The license granted shall terminate automatically upon our notice or upon
termination of this Agreement. In those events, you agree to cease using
all Logos in Sales Materials immediately and to destroy at your expense all
Sales Materials in your possession bearing the Logos. You also agree that
all rights in the Logos and in any connected goodwill shall remain our
property.
23. GOVERNING LAW/DISPUTE RESOLUTION:
(a) This Agreement shall be governed by and construed in accordance with the
laws of the Commonwealth of Massachusetts without giving effect to conflict
of laws principles.
(b) It is agreed and understood that if you are a member of the NASD, to the
extent applicable the rules of the NASD will apply to resolution of
disputes between you and us. You further agree that if for any reason any
dispute under this Agreement is not subject to resolution through dispute
resolution procedures of the NASD and cannot be resolved through informal
discussion between you and us, the dispute will be submitted to mediation
administered by JAMS (Judicial Arbitration and Mediation Service) at the
JAMS office located in Boston, Massachusetts. Any such mediation will be
conducted with a JAMS mediator and under then-applicable JAMS rules and
procedures. You and we will share equally the fees of JAMS and the
mediator, but will bear your or our respective attorneys fees and other
expenses of participating in the mediation. If the dispute is not resolved
through informal discussion or mediation, you or we may file a lawsuit in
Massachusetts. You hereby consent to the jurisdiction of the state or
federal courts in the state of Massachusetts to adjudicate any such lawsuit
and to bring any such lawsuit only in a state or federal court in
Massachusetts. Further, you agree that trial of any such lawsuit will be
conducted without a jury, that any and all issues of fact or law will be
determined by the court sitting without a jury, and that the court will
determine and enter the verdict in the trial of any such lawsuit. You waive
any right to trial by jury of any lawsuit involving any dispute under this
Agreement.
24. MISCELLANEOUS
(a) This Agreement is in all respects subject to the Conduct Rules of the NASD,
which shall control and override any provision to the contrary in this
Agreement. You
8
acknowledge that this Agreement is subject to Applicable Law, and has been
entered into pursuant to Rule 12b-1 under the 1940 Act if you sell shares
for which a distribution plan has been adopted pursuant to Rule 12b-1.
(b) If any of your accounts with us pursuant to this Agreement have a debit
balance, we may offset and recover the amount owed from any other account
you have with us or our affiliates, without notice or demand to you.
(c) The headings in this Agreement are for convenience only and are not to be
used in interpreting this Agreement.
(d) This is the entire agreement and understanding between us and you as to the
matters set forth herein. It shall be binding upon the parties when signed
by us and accepted by you.
(e) This Agreement may be executed in counterparts.
(f) The illegality, invalidity or unenforceability of any provision of this
Agreement under the law of any jurisdiction shall not affect its legality,
validity or enforceability under the law of any other jurisdiction nor the
legality, validity or enforceability of any other provision.
9
COLUMBIA MANAGEMENT DISTRIBUTOR, INC.
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
You accept this invitation and agree to abide by the foregoing terms and
conditions.
Firm name:
-----------------------------
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Address:
-------------------------------
Telephone:
-----------------------------
Telefacsimile:
-------------------------
Dated:
----------------------
Please execute this Agreement in duplicate
and return both copies to us.
10
SCHEDULE A
FUND FAMILIES AND FUNDS:
11
SCHEDULE B
Additional terms for registered broker-dealers:
1. You represent that you are a member in good standing of the NASD, will
comply with the NASD Conduct Rules and are qualified to act as a
broker-dealer in each state or other jurisdiction in which you transact
business, and agree to maintain such registrations, qualifications and
membership in good standing in full force and effect throughout the term of
this Agreement.
2. You agree that this Agreement shall automatically terminate without notice
if:
(a) an application for a protective decree under the provisions of the
Securities Investor Protection Act of 1970 has been filed against you;
(b) the SEC revokes or suspends your registration as a broker-dealer;
(c) any national securities exchange or national securities association
revokes or suspends your membership; or
(d) under any applicable net capital rule of the SEC or any national
securities exchange, your aggregate indebtedness exceeds 1,000% of
your net capital.
You agree that you shall notify us immediately of any such proceeding,
application, revocation, suspension or indebtedness level.
12
SCHEDULE C
Additional terms for entities that are not registered broker-dealers.
1. You represent and warrant that you are exempt from registration as a
broker-dealer under the U.S. federal securities laws, and that you will
conduct your activities hereunder and otherwise in a manner so as to remain
exempt from such registration and in compliance with all laws and
regulations that are now applicable, or which may become applicable, to you
and your activities hereunder.
2. You represent and warrant that you are exempt from being required to
register or qualify to act as a broker or dealer in the states or other
jurisdictions where you transact business. If such exemption becomes no
longer available to you, you agree to immediately become registered or
qualified to act in such capacity in those jurisdictions where such
exemption is no longer available.
3. You agree that this Agreement will terminate without notice if any court or
regulatory authority with jurisdiction determines that you are acting as a
broker, dealer or similar entity on an unregistered basis in violation of
Applicable Law. You agree that you shall notify us immediately of any such
determination.
13
SCHEDULE D
This Schedule D comprises the agreement pursuant to which you may be compensated
for providing administrative support services to your Customers who may from
time to time beneficially own shares in one or more of the Funds that have a
Board approved shareholder servicing plan. To the extent that any terms of this
Schedule D conflict with any other terms of the Agreement, the terms of this
Schedule D shall prevail as to the subject matter hereof.
1. PROVISION OF SHAREHOLDER SERVICES
(a) You agree to provide personal services to your Customers who are
investors in the Funds and/or maintain shareholder accounts, all to
the extent you are permitted to do so under applicable statutes, rules
or regulations.
(b) You shall perform all such services in a professional, competent and
timely manner.
(c) You will provide such office space and equipment, telephone facilities
and personnel (which may be any part of the space, equipment and
facilities currently used in your business, or any personnel employed
by you) as may be reasonably necessary or beneficial in order to
provide the support services contemplated hereby. You and your
employees will, upon request, be available during normal business
hours to consult with us or our designees concerning the performance
of your responsibilities under this Agreement.
(d) You represent, warrant and agree that the services described in
Section 1(a) of this Schedule D are primarily intended to provide
administrative support to your Customers who own shares of the Funds,
not to sell shares issued by the Funds.
2. STATUS OF SERVICING AGENT: For all purposes of this Agreement you will be
deemed to be an independent servicing agent, and will have no authority to
act as agent for us or the Funds in any other capacity, except as expressly
provided herein.
3. INDEMNIFICATION
By your written acceptance of this Agreement, you agree to and do release,
indemnify and hold us and the Funds harmless from and against any and all direct
or indirect liabilities or losses resulting from requests, directions, actions
or inactions of or by you or your officers, employees or agents regarding your
responsibilities hereunder for the purchase, redemption, transfer or
registration of the Funds' shares (or orders relating to the same) by or on
behalf of Customers.
4. COMPENSATION
(a) In consideration of the services and facilities provided by you
hereunder, we or the Funds may pay to you a periodic fee based upon a
percentage of the average daily net asset value of the Fund shares
attributable to you up to the maximum fee disclosed in the prospectus
as full payment for your services. The fee rate payable to you may be
prospectively increased or decreased by the Fund, in their sole
discretion, at any time upon notice to you.
(b) Compensation payable under this Schedule D is subject to, among other
things, the NASD Conduct Rules governing receipt by NASD members of
service fees from registered investment companies (the "NASD Service
Fee Rule"). Such compensation
14
shall only be paid if permissible under the NASD Service Fee Rule and
shall not be payable for services that are deemed to be
distribution-related services.
5. REPORTS
You agree to furnish us and the Funds with such information as we or they
may reasonably request (including, without limitation, periodic certifications
confirming the provision to Customers of the services described herein), and
will otherwise cooperate with us and the Funds (including, without limitation,
any auditors or legal counsel designated by us or the Funds), in connection with
the preparation of reports to our Board(s) of Directors/Trustees concerning this
Agreement and the monies paid or payable by us pursuant hereto, as well as any
other reports or filings that may be required by law.
6. AGREEMENT NOT EXCLUSIVE
We or the Funds may enter into other similar agreements with any other
person or persons without your consent.
7. EFFECTIVENESS AND TERMINATION
(a) This Agreement shall cancel and supersede any and all prior
Shareholder Servicing Agreements or similar agreements or contracts
relating to the provision of similar support services between you and
us or the Funds.
(b) Notwithstanding any other provision of the Agreement, this Schedule D
is terminable with respect to any series of Shares, without penalty,
at any time by the Funds (which termination may be by a vote of a
majority of the Directors/Trustees who are not interested persons, as
that term is defined in the 1940 Act, of the applicable legal entity
for the series of shares, as appropriate) or by you upon written
notice to us and the Funds.
15
SCHEDULE E
CLEARING SERVICES
You represent that you and each such Originating Firm are parties to a clearing
agreement which conforms to the requirements of Rule 3230 of the NASD Conduct
Rules or, as applicable, the rules of a national securities exchange. In
addition, you agree that (a) you are responsible for ensuring that Fund shares
are offered and sold by Originating Firms in compliance with all terms and
conditions of this Agreement and the Prospectus as if you had conducted such
offers and sales yourself and (b) your agreements with each Originating Firm
will comply with all arrangements of Regulation S-P of the U.S. Securities and
Exchange Commission ("SEC") and will require each Originating Firm to adopt
policies and procedures that address suitable safeguards for the protection of
consumer records and information.
16
SCHEDULE F
1. You may settle Fund share redemptions via NSCC Fund/Serv and without a
guaranteed endorsement provided: (a) the wire order redemption request is
placed through NSCC Fund/Serv and [(b) in the case of certificated shares,
the appropriate certificate(s) are received as settlement and the reverse
of such certificate(s) is not completed or signed in a manner deemed
inconsistent by us or the Transfer Agent].
2. If we agree to participate in the NSCC "Networking" program with you, you
and we may execute a separate agreement provided that, to the extent that
any terms of this Agreement conflict with the terms of such separate
agreement, the terms of this Agreement shall prevail. We agree that you may
act through the Transfer Agent, the Networking channels and Fund/Serv
without supporting documentation from your Customers (including customers
of Originating Firms if you are a clearing broker), provided:
(a) You provide all necessary, requested, updating and reconciling
information to ensure the accuracy of records and to enable the
Transfer Agent to maintain an accurate cross-reference file between
Customer records and the Fund account records, which shall remain the
official records of all Fund shareholder accounts. You agree that the
Transfer Agent will not be responsible for changes to the file until a
reasonable time after receipt.
(b) You promptly will provide us with all applicable information regarding
adverse claims, governmental and legal inquiries and correspondence.
(c) You will report to your Customers all information the Funds must
report on shareholder confirmations or otherwise under any Applicable
Law or the terms of the Prospectus or which we, the Transfer Agent or
the Funds provide you. Such reporting shall be complete, accurate and
timely.
(d) You will ensure that cash distributions are accurately paid to your
Customer at the time specified by the Fund and you shall be solely
responsible for any liabilities arising from payments reported by
Customers as lost, stolen or forged.
(1) You further agree: that if you are acting as a clearing broker, you have
obtained the prior written consent of each Originating Firm to all terms of
this Section and the separate agreement and that all actions taken will be
approved in advance by the applicable Originating Firm; to perform all
duties, functions or responsibilities described herein and in any
associated Networking Agreement in a businesslike and competent manner;
that you or the Originating Firm has the prior sufficient consent of each
Customer whose account is to be placed in or transferred to a Networking
account, having first informed each Customer in writing of all related
material facts; that all your instructions and actions regarding Networked
accounts will be accurate, complete and in the appropriate format; that you
will be deemed to guarantee in proper order of your Customer's signature
and the taking of any action as to which the Transfer Agent normally
requires a signature guarantee; that you will obtain and maintain, and
provide upon request, all documents or information for each Networking
account required by Applicable Law; that you will maintain adequate
insurance coverage for your obligations hereunder and provide us upon
request with an appropriate certificate of insurance; and that you will
perform all federal, state and local tax reporting with respect to
transactions in shares through the NSCC Fund/Serv program.
17
SCHEDULE G
1. The terms of this Schedule G apply to the extent you offer a Fund's
shares to Customers ("Program Clients") as part of a wrap or similar fee-based
program ("Program").
2. You may sell shares of the Funds we make available to you pursuant to
the Agreement at net asset value to bona fide Program Clients for use solely in
the Program. You will earn no concession or commission on any such sale.
3. You will charge Program Clients an annual fee for participation in the
Program. You will not prepare, use or distribute brochures, written materials or
advertising in any form that refers to sales of the Funds as no-load. Brochures,
written materials or other advertising concerning the Program may describe Fund
shares as being available at net asset value if the fees and expenses of the
Program are given at least equal prominence.
4. We do not endorse, recommend or otherwise become involved in providing
any of your investment products or services (including but not limited to the
Program). You agree that we merely afford you the opportunity to use shares of
the Funds as an investment medium for the Program.
18
