Exhibit (e)(3)
FORM OF DISTRIBUTION AGREEMENT
Each Massachusetts Business Trust (Trust) designated in Appendix 1 from
time to time, acting severally, and Liberty Funds Distributor, Inc. (LFDI), a
Massachusetts corporation, agree effective July , 2002:
1. APPOINTMENT OF LFDI. 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 LFDI 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. LFDI'S RIGHT TO PURCHASE SHARES FROM THE FUND. LFDI, 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. 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 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 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 each Trust for any damage or expense from unlawful acts
by LFDI 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 LFDI.
In connection with the distribution of shares of the Funds, LFDI will be
entitled to receive payments pursuant to any Distribution Plan and related
agreement from time to time in effect between any Trust and LFDI 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.
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. CONTINUATION, AMENDMENT OR TERMINATION.
A - This Agreement (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.
B - This Agreement (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 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 LIBERTY FUNDS DISTRIBUTOR, INC.
By: By:
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Xxxxx Xxxxxxx, Chief Executive Officer
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APPENDIX 1 TO DISTRIBUTION AGREEMENT
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By:
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For Each Trust
By:
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XXXXX XXXXXXX, CO-PRESIDENT
Liberty Funds Distributor, Inc.
1. Dated:
2.
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