DISTRIBUTOR'S CONTRACT
Each Massachusetts Business Trust (Trust) designated in Appendix 2 from
time to time, acting severally, and Liberty Funds Distributor, Inc. (LFDI), a
Massachusetts corporation, agree effective October 23, 1998:
1. APPOINTMENT OF LFDI. 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 LFDI as the principal underwriter and
distributor of Shares of Funds designated in Appendix 2 (which appointment shall
be exclusive except as provided in Section 2(b) below). 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.
a. LFDI's Right to Purchase Shares From the Fund. LFDI, acting as
principal for its own account and not as agent for the Trust, shall
have the right to purchase Shares and shall sell Shares in accordance
with a Fund's prospectus on a "best efforts" basis. LFDI shall purchase
Shares at a price equal to the net asset value only as needed to fill
orders. LFDI will receive all sales charges. LFDI will notify the Trust
at the end of each business day of the Shares of each Fund to be
purchased.
b. Appointment of Agent for Certain Sales of Shares at Net Asset Value.
The Trust may at any time designate its shareholder servicing, transfer
and dividend disbursing agent as its agent to accept orders for (i)
Class A Shares of the Funds at net asset value, or (ii) Class I Shares,
or (iii) Class Z Shares, in either case from individuals or entities
that are entitled to purchase such shares as provided in the Trust's
prospectus, and to issue Shares directly to such purchasers.
c. Refusal to Sell Shares; Direct Issue of Shares. The Trust may at any
time (i) refuse to sell Shares hereunder or (ii) 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 LFDI pursuant to shareholder redemption
requests. LFDI will notify the Trust at the end of each business day of the
Shares of each Fund tendered.
4. COMPLIANCE. LFDI 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
LFDI 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 LFDI.
LFDI 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 LFDI monthly a service fee at the annual
rate of 0.25% of the net assets of its Class A, B and C Shares on the
20th of each month and a distribution fee at the annual rate of 0.75%
of the average daily net assets of its Class B and C Shares. Each of
the Funds identified on Appendix 1 as having a Class E share 12b-1 Plan
shall pay LFDI 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 the annual rate of 0.10% of the average daily net
assets of its Class E Shares. Each of the Funds identified on Appendix
1 as having a Class F share 12b-1 Plan shall pay LFDI 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 the annual rate of
0.75% of the average daily net assets of its Class F Shares. Each of
the Funds identified on Appendix 1 as having a Class G share 12b-1 Plan
shall pay LFDI 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 the annual rate of 0.10% of the 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 as having a Class H share 12b-1 Plan shall pay
LFDI 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 the annual rate of 0.75% of the average daily net
assets of its Class H Shares. Each of the Funds identified on Appendix
1 as having a Class J share 12b-1 Plan shall pay LFDI monthly a service
fee at the annual rate of 0.25% of the net assets of its Class J Shares
on the 20th of each month and a distribution fee at the annual rate of
0.35% of the average daily net assets of its Class J Shares. LFDI may
pay part or all of the service and distribution fees received from the
Fund as commissions to financial service firms that sell Fund Shares or
as reimbursements to financial service firms or other entities that
provide shareholder services to record or beneficial owners of shares
(including third party administrators of qualified plans). LFDI 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 LFDI 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 LFDI 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 LIBERTY FUNDS DISTRIBUTOR, INC.
By: Xxxxx X. Xxxxxx, Secretary For Each Trust By:Xxxxxxx Xxxxxxxxxxx, Managing
Director
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* Except as indicated in Appendix 1.
APPENDIX 1
THE FOLLOWING IS APPLICABLE TO THE DESIGNATED FUND'S 12b-1 PLAN:
1. For Colonial Money Market Fund and Colonial Municipal Money Market Fund,
the first sentence of Section 6A is replaced with: "The Fund shall pay LFDI
monthly a service fee at an annual rate of 0.25% of the net assets of its
Class B and C 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 and C
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 LFDI 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, B and C 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 and C Shares."
3. For The Colonial Fund and Colonial Select Value Fund, the first sentence of
Section 6A is replaced with: "The Fund shall pay LFDI 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,
B and C Shares issued thereafter, and a distribution fee at an annual rate
of 0.75% of the average daily net assets of its Class B and C Shares."
4. For Colonial Strategic Income Fund, the first sentence of Section 6A is
replaced with: "The Fund shall pay LFDI 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, B and C
Shares issued thereafter, and a distribution fee at an annual rate of 0.75%
of the average daily net assets of its Class B and C 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 LFDI 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, B and C Shares and a
distribution fee at an annual rate of 0.65% of the average daily net assets
of its Class B and C Shares."
6. For Colonial Strategic Balanced Fund, the following sentence is added as
the second sentence of Section 6A: "The Fund shall also pay LFDI an annual
distribution fee not exceeding 0.30% of the average net assets attributed
to its Class A Shares."
7. Newport Tiger Fund does not offer a 12b-1 plan for Class T and Class Z
Shares.
8. Colonial Small Cap Value Fund, Colonial U.S. Growth & Income Fund, The
Colonial Fund, Colonial High Yield Securities Fund, Colonial Value Fund,
Colonial Select Value Fund, Xxxxx Xxx Advisor Tax-Managed Growth Fund,
Newport Tiger Cub Fund and Newport Japan Opportunities Fund do not offer a
12b-1 plan for Class Z Shares.
9. The Funds with Class E, Class F, Class G and Class H share 12b-1 Plans are
as follows: Xxxxx Xxx Advisor Tax-Managed Growth Fund.
10. The Funds with Class J share 12b-1 Plans are as follows: Colonial Strategic
Income Fund.
11. Crabbe Huson Small Cap Fund, Crabbe Huson Equity Fund, Crabbe Huson Managed
Income & Equity Fund and Crabbe Huson Contrarian Income Fund do not offer a
12b-1 plan for Class I Shares.
Dated: October 23, 1998
By: Xxxxx X. Xxxxxx, Secretary For Each Trust
By: Xxxxxxx Xxxxxxxxxxx, Managing Director
Liberty Funds Distributor, Inc.
APPENDIX 2
Trust Series
Colonial Trust I
Colonial High Yield Securities Fund
Colonial Income Fund
Colonial Strategic Income Fund
Xxxxx Xxx Advisor Tax-Managed Growth Fund
Colonial Trust II
Colonial Money Market Fund
Colonial Intermediate U.S. Government Fund
Colonial Short Duration U.S. Government Fund
Newport Tiger Cub Fund
Newport Japan Opportunities Fund
Newport Greater China Fund
Colonial Trust III
Colonial Select Value Fund
The Colonial Fund
Colonial Federal Securities Fund
Colonial Global Equity Fund
Colonial International Horizons Fund
Colonial Strategic Balanced Fund
Colonial Global Utilities Fund
Crabbe Huson Small Cap Fund
The Crabbe Huson Special Fund
Crabbe Huson Equity Fund
Crabbe Huson Real Estate Investment Fund
Crabbe Huson Managed Income & Equity Fund
Crabbe Huson Oregon Tax-Free Fund
Crabbe Huson Contrarian Income 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. Growth & Income Fund
Colonial Small Cap Value Fund
Colonial Aggressive Growth Fund
Colonial Value Fund
Colonial International Equity Fund
Newport Asia Pacific Fund
Colonial Trust VII
Newport Tiger Fund
By: Xxxxx X. Xxxxxx, Secretary For Each Trust
By: Xxxxxxx Xxxxxxxxxxx, Managing Director
Liberty Funds Distributor, Inc.
Dated: October 23, 1998
