DISTRIBUTOR'S CONTRACT
Each Massachusetts Business Trust (Trust) designated in Appendix 2 from
time to time, acting severally, and Colonial Investment Services, Inc. (CISI), a
Massachusetts corporation, agree effective December 30, 1996:
1. APPOINTMENT OF CISI. 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 CISI 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. CISI, 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. CISI shall purchase Shares at a price equal to the net asset value only
as needed to fill orders. CISI will receive all sales charges. CISI 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 CISI pursuant to shareholder redemption
requests. CISI will notify the Trust at the end of each business day of the
Shares of each Fund tendered.
4. COMPLIANCE. CISI 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
CISI 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 CISI.
CISI 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 CISI 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
CISI 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 CISI 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. Each of
the Funds identified on Appendix 1 having a Class E share 12b-1 Plan
shall pay CISI monthly a service fee at the annual rate of 0.25% of the
net assets of its Class E shares on the 20th of each month and a
distribution fee at an annual rate of 0.10% of the average daily net
assets of its Class E shares. Each of the Funds identified on Appendix
1 having a Class F share 12b-1 Plan shall pay CISI monthly a service
fee at the annual rate of 0.25% of the net assets of its Class F 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 F shares. Each of
the Funds identified on Appendix 1 having a Class G share 12b-1 Plan
shall pay CISI monthly a service fee at the annual rate of 0.25% of the
net assets of its Class G shares on the 20th of each month and a
distribution fee at an annual rate of 0.10% of the
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* Except as indicated in Appendix 1.
average daily net assets of its Class G shares outstanding less than
five years from the date of purchase and 0.25% of the average daily net
assets of its Class G shares outstanding for five years or more. Each
of the Funds identified on Appendix 1 having a Class H share 12b-1 Plan
shall pay CISI monthly a service fee at the annual rate of 0.25% of the
net assets of its Class H 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 H shares. CISI 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 CISI distribution and shareholder servicing expenses,
including its expenses set forth in Paragraph 5. CISI 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.
B. Payments by the Trust to CISI and its affiliates (including
Colonial Management Associates, Inc.) 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 with respect to a Class of
shares only so long as specifically approved for that Class at least
annually as provided in the Rule. The Plan may not be amended to
increase materially the service fee or distribution fee with respect to
a Class of shares 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 with
respect to a Class of shares 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 Xxxxxxxxxxx, Senior Vice President
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APPENDIX 1
THE FOLLOWING IS APPLICABLE TO THE DESIGNATED FUND'S 12b-1 PLAN:
1. For Colonial Government Money Market Fund and Colonial Municipal Money
Market Fund, the first sentence of Section 6A is replaced with: "The Fund
shall pay CISI 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 CISI monthly (i) a
service fee at the annual rate of (A) 0.10% of the net assets attributable
to its Class A and Class B shares outstanding as of the 20th day of each
month which were issued prior to December 1, 1994, and (B) 0.25% of the
net assets attributable to its Class A and Class B shares outstanding as
of the 20th day of each month which were issued on or after December 1,
1994, and (ii) 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 CISI 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 CISI 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 Short Duration U.S. Government Fund and Colonial Intermediate
Tax-Exempt Fund, the first sentence of Section 6A is replaced with: "The
Fund shall pay CISI 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 Strategic Balanced Fund, the following sentence is added as
the second sentence of Section 6A: " The Fund shall also pay CISI an
annual distribution fee not exceeding 0.30% of the average net assets
attributed to its Class A shares."
7. 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 Global Utilities
Fund, Colonial Newport Tiger Fund, Colonial Small Stock Fund, Colonial High
Yield Securities Fund, Colonial Aggressive Growth Fund, Colonial Equity
Income Fund, Colonial International Equity Fund, Colonial Growth Fund,
Colonial Newport Tiger Cub Fund, Colonial Newport Japan Fund and Colonial
Tax-Managed Growth Fund.
8. The Funds with Class C share 12b-1 Plans are as follows: Colonial Short
Duration U.S. Government Fund.
9. Colonial Newport Tiger Fund does not offer a 12b-1 plan for Class T and
Class Z shares.
10. Colonial Small Stock Fund, The Colonial Fund, Colonial Newport Tiger Cub
Fund and Colonial Newport Japan Fund do not offer a 12b-1 plan for Class Z
shares.
11. The Funds with Class E, Class F, Class G and Class H share 12b-1 Plans are
as follows: Colonial Tax-Managed Growth Fund
By:_____________________________________________
Xxxxxx X. Xxxxx, Secretary For Each Trust
By:______________________________________________
Xxxxxxx Xxxxxxxxxxx, Senior Vice President
Colonial Investment Services, Inc.
Dated: December 30, 1996
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APPENDIX 2
Trust Series
Colonial Trust I
Colonial High Yield Securities Fund
Colonial Income Fund
Colonial Strategic Income Fund
Colonial Tax-Managed Growth Fund
Colonial Trust II
Colonial Government Money Market Fund
Colonial U.S. Government Fund
Colonial Short Duration U.S. Government Fund
Colonial Newport Tiger Cub Fund
Colonial Newport Japan 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 Global Utilities
Fund
Colonial Trust IV
Colonial High Yield Municipal Fund
Colonial Intermediate Tax-Exempt Fund
Colonial Tax-Exempt Fund
Colonial Tax-Exempt Insured Fund
Colonial Municipal 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 Aggressive Growth Fund
Colonial Equity Income Fund
Colonial International Equity Fund
Colonial Trust VII
Colonial Newport Tiger Fund
By:_____________________________________________
Xxxxxx X. Xxxxx, Secretary For Each Trust
By:______________________________________________
Xxxxxxx Xxxxxxxxxxx, Senior Vice President
Colonial Investment Services, Inc.
Dated: December 30, 1996
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