DISTRIBUTION AGREEMENT
Each Massachusetts Business Trust (Trust) designated in Appendix 1 from
time to time, acting severally, and Columbia Funds Distributor, Inc. (CFDI), a
Massachusetts corporation, agree effective April 30, 1999, as amended and
restated effective November 1, 2003:
1. APPOINTMENT OF CFDI. Each Trust may offer an unlimited number of
separate investment series (Funds), each of which may have
multiple classes of shares (Shares). Each Trust appoints CFDI as
the principal underwriter and distributor of Shares of Funds
designated in Appendix 1 (which appointment shall be exclusive
except as otherwise provided in this Agreement). This Agreement
will apply to each Fund as set forth on Appendix 1 as it may be
amended from time to time.
2. SALE OF SHARES.
a. CFDI'S Right to Purchase Shares from the Fund. CFDI, acting as
principal for its own account and not as agent for each Trust,
shall have the right to purchase Shares and shall sell Shares in
accordance with each Fund's prospectus on a "best efforts" basis.
CFDI shall purchase Shares, at a price equal to the net asset
value, only as needed to fill orders. CFDI will receive all sales
charges. CFDI 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 each
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
each Fund's prospectus all Shares tendered by CFDI pursuant to
shareholder redemption requests. CFDI will notify the Trust at the
end of each business day of the Shares of each Fund tendered.
4. COMPLIANCE. CFDI 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 each Trust for any damage or
expense from unlawful acts by CFDI and persons acting under its
direction or authority.
5. EXPENSES. Each 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 CFDI.
In connection with the distribution of shares of the Funds, CFDI will
be entitled to receive payments pursuant to any Distribution Plan and related
agreement from time to time in effect between any Trust and CFDI with respect to
a Fund or any particular class of shares of a Fund, (b) any contingent deferred
sales charges applicable to the redemption of shares of a Fund or of any
particular class of shares of a Fund, determined in the manner set forth in the
then current Prospectus and Statement of Additional Information of that Fund,
and (c) any applicable front-end sales charges applicable to the sale of shares
of a Fund or of any particular class of shares of a Fund, less any applicable
dealer discount.
CFDI 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. CONTINUATION, AMENDMENT OR TERMINATION.
a. This Agreement (i) supersedes and replaces any contract or
agreement relating to the subject matter hereof in effect prior to
the date hereof, (ii) shall continue in effect only so long as
specifically approved at least annually by the Trustees or
shareholders of the Trust and (iii) may be amended at any time by
written agreement of the parties, each in accordance with the Act.
b. This Agreement (i) shall terminate immediately upon the effective
date of any later dated agreement relating to the subject matter
hereof, and (ii) may be terminated upon 60 days notice without
penalty by a vote of the Trustees or by CFDI 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 Agreement 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.
7. AGREEMENT AND DECLARATION OF TRUST. A copy of the document
establishing each Trust is filed with the Secretary of The
Commonwealth of Massachusetts. As to each Trust, this Agreement is
executed by officers not as individuals and is not binding upon
any of the Trustees, officers or shareholders of such Trust
individually but only upon the assets of such Trust.
Agreed:
EACH TRUST DESIGNATED IN APPENDIX 1 COLUMBIA FUNDS DISTRIBUTOR, INC.
By: /s/Xxxxxx X. Xxxxxxx By: /s/Xxxxx Xxxxxxx
Xxxxxx X. Xxxxxxx, Name: Xxxxx Xxxxxxx
President of each Trust Title: President
