BANC OF AMERICA FUNDS TRUST
SHAREHOLDER SERVICING PLAN IMPLEMENTATION
AGREEMENT - CLASS A AND CLASS C SHARES
Ladies and Gentlemen:
We wish to enter into this Shareholder Servicing Plan Implementation
Agreement - Class A and Class C Shares ("Agreement") with you concerning the
provision of services as set forth herein. The terms and conditions of this
Agreement are as follows:
1. PROVISION OF SERVICES
(a) You will from time to time enter into agreements with banks,
broker/dealers and other financial institutions (collectively
"Intermediaries") pursuant to which the Intermediaries will agree to
provide personal services to, and maintain accounts of, their clients
("Customers") who may from time to time beneficially own shares of one
or more of the portfolios (collectively, the "Funds") of the
undersigned trust(s) that have a Board approved shareholder servicing
plan. The class A and class C shares of the Funds are collectively
referred to herein as "Shares."
(b) You will provide such office space and equipment, 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 services contemplated hereby.
(c) You will pay to the Intermediaries, out of the Service Fee (as defined
below), such amounts as may be agreed between you and the
Intermediaries in return for the provision by the Intermediaries of
personal services and/or the maintenance of shareholder accounts as
described in Section l(a).
(d) For all purposes of this Agreement you will be deemed to be an
independent contractor, and will have no authority to act as agent for
us in any other capacity, except as expressly provided herein.
2. COMPENSATION
(a) In consideration of the services provided by you hereunder, we will
pay to you a fee as set forth in Schedule I (the "Servicing Fee"). The
Servicing Fee may be prospectively increased or decreased by us, in
our our sole discretion, at any time upon notice to you.
(b) Compensation payable under this Agreement is subject to, among other
things, the National Association of Securities Dealers, Inc. ("NASD")
Conduct Rules governing receipt by NASD members of service fees from
registered investment companies (the "NASD Service Fee Rule"). Such
compensation 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, or to the extent otherwise prohibited
by the NASD Service Fee Rule.
3. REPORTS
You agree to furnish us with such information as we may reasonably request,
and will otherwise cooperate with us and our designees (including, without
limitation, any auditors or legal counsel designated by us) in connection with
the preparation of reports to our Board of 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. You agree to provide us with
such certifications, reports and other information as we may reasonably request
from time to time to assist us in complying with, and monitoring for compliance
with, such laws, rules and regulations.
4. TERM
(a) This Agreement shall become effective on the date of its execution
and, unless sooner terminated as provided herein, shall continue in
effect from year to year with respect to a Fund, provided such
continuance is specifically approved at least annually by (i) our
Board of Trustees, or (ii) a vote of a majority (as defined in the
Investment Company Act of 1940, as amended ("1940 Act" of the
outstanding voting securities of the Fund, provided that in either
event the continuance is also approved by the majority of our Trustees
who are not parties to this Agreement or interested persons (as
defined in the 0000 Xxx) of any such party, by vote cast in person at
a meeting called for the purpose of voting on such approval.
(b) This Agreement is terminable with respect to a Fund, without penalty,
on not less than sixty (60) days' written notice, by our Board of
Trustees, by vote of a majority (as defined in the 0000 Xxx) of the
outstanding voting securities of such Fund, or by you. This Agreement
will also terminate automatically in the event of its assignment (as
defined in the 1940 Act). Upon termination, the obligations of the
parties under this Agreement shall cease except for unfulfilled
obligations and liabilities arising prior to termination.
5. COMMUNICATIONS
You will send any notice to us by first class mail, postage prepaid at: Xxx
Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000. We will send any notice to you by
first class mail, postage prepaid, or by confirmed telefacsimile to you at: c/o
Columbia Management Services, Inc., Attn: Dealer File Department, 000 Xxxxxx
Xx., Xx. 0, Xxxxxx, XX 00000, telefacsimile (000) 000-0000, 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.
6. GOVERNING LAW
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. This Agreement may not be assigned by either party.
7. ACTIONS BY THE TRUST AND ITS TRUSTEES
A reference to each Trust and the Trustees of each Fund refer respectively
to the Trust created by the Declaration of Trust and the Trustees as Trustees
but not individually or personally. A copy of the document establishing each
Trust is filed with the Secretary of the Commonwealth of Massachusetts. All
parties hereto acknowledge and agree that any and all liabilities of the Trust
arising, directly or indirectly, under this Agreement will be satisfied solely
out of the assets of the Trust and that no Trustee, officer or shareholder shall
be personally liable for any such liabilities. All persons dealing with any
Trust, must look solely to the property belonging to such Trust for the
enforcement of any claims against the Trust.
8. MISCELLANEOUS
We may amend this Agreement upon written notice to you. You will be deemed
to have accepted such amendment by providing the services contemplated in this.
Agreement after receipt of such notice. You and we also may amend this Agreement
by means of a written amendment signed by both parties.
This Agreement shall cancel and supersede any and all prior servicing
agreements or similar agreements or contracts relating to the provision of
similar services between you and the Funds.
If you agree to be legally bound by the provisions of this Agreement,
please sign a copy of this letter where indicated below and promptly return it
to us, at the following address: Xxx Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx
00000.
Very truly yours,
BANC OF AMERICA FUNDS TRUST, on behalf of the Funds
By: /s/ Xxxxxxxxxxx X. Xxxxxx
-----------------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: President
Accepted and Agreed to:
COLUMBIA MANAGEMENT DISTRIBUTORS, INC.
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------------------
Xxxxxx X. Xxxxxx
President, Intermediary Distribution
SCHEDULE I
COMPENSATION
The Servicing Fee for Class A Shares and Class C Shares shall be, with respect
to each Fund, 0.25% of the average daily net asset value of all Shares of such
Fund, other than Shares with respect to which the Trust is paying a shareholder
servicing fee directly to a third party. The Servicing Fee shall be accrued
daily and paid monthly in arrears.
