EXHIBIT 9(e)
FORM OF
SHAREHOLDERS' SERVICING AND TRANSFER AGENT AGREEMENT
Agreement made as of this __ day of ______, between each
of the Massachusetts business trusts listed on Appendix I hereto
(as the same may from time to time be amended to add one or more
additional investment companies advised by
______________________ or to delete one or more of such trusts),
each of such trusts acting severally on its own behalf and not
jointly with any of such other trusts (each of such trusts being
hereinafter referred to as the "Trust"), and Colonial Investors
Service Center, Inc. ("CISC"), a Massachusetts corporation, and
Colonial Management Associates, Inc. ("CMA"), a Massachusetts
corporation.
WHEREAS, the Trust is a registered investment company and
desires that CISC perform certain services for the Trust; and
WHEREAS, CISC is willing to perform such services upon the
terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and
covenants set forth herein, the parties hereto agree as follows:
1. Appointment. The Trust hereby appoints CISC to act as
Transfer Agent, Dividend Disbursing Agent and Shareholders'
Servicing Agent for the Trust and as agent for the Trust's
shareholders in connection with the shareholder plans described
in the Prospectus, and CISC accepts such appointments and will
perform the respective duties and functions of such offices in
the manner hereinafter set forth.
Notwithstanding such appointments, however, the parties
hereto agree that CMA may, upon thirty (30) days prior written
notice to the Trust, assume such duties and functions itself.
In such event, CMA shall have all of the rights and obligations
of CISC hereunder. However, whether or not CMA assumes such
duties and functions, CMA guarantees the performance of CISC
hereunder and shall be responsible financially and otherwise, to
the Trust for the performance by CISC of its obligations under
this Agreement.
2. Compensation. The Trust shall pay to CISC for its
services rendered and its costs incurred in connection with the
performance of its duties hereunder, such compensation and
reimbursement as may from time to time be approved by vote of
the Trustees of the Trust.
Schedule A attached hereto sets forth the compensation and
reimbursement arrangements to be effective July 1, 1991 and the
treatment of all interest earned with respect to balances in the
accounts maintained by CISC with the Trust's custodian (the
"Custodian"), referred to in paragraphs 6, 10 and 11 hereof, net
of any charges by the Custodian in connection with such
accounts, and all interest earned with respect to balances in
the accounts maintained by Colonial Investor Services (the
"Distributor"), a division of CMA, in connection with the sale
and redemption of shares of the Trust, net of any charges by the
bank in connection with such accounts.
3. Copies of Documents. The Trust will furnish CISC with
copies of the following documents: the Agreement and
Declaration of Trust of the Trust and all amendments thereto;
the By-Laws of the Trust, as amended from time to time; and the
Trust's Registration Statement as in effect on the date hereof
under the Securities Act of 1933, as amended, and the Investment
Company Act of 1940, as amended, and all amendments or
supplements thereto hereafter filed. Each Prospectus and
Statement of Additional Information contained in such Registra-
tion Statement, as from time to time amended and supplemented,
together are herein collectively referred to as the
"Prospectus."
4. Receipt of Funds for Investment. CISC will maintain
one or more accounts with the Custodian, into which it will
deposit funds payable to CISC as agent for, or otherwise
identified as being for the account of, the Trust or the Dis-
tributor, prior to crediting such funds to the respective
accounts of the Trust and the Distributor. Thereafter, CISC
will determine the amount of any such funds due the Trust (equal
to the number of Trust shares sold by the Trust computed
pursuant to paragraph 7 hereof, multiplied by the net asset
value of Trust share next determined after receipt of such
purchase order) and the Distributor (equal to the sales charge
applicable to such sale, computed pursuant to paragraph 9
hereof), respectively, deposit the portion due the Distributor
in its account with such bank as may from time to time be
designated by the Distributor, deposit the net amount due the
Trust in its account with the Custodian, notify the Distributor
and the Custodian, respectively, (such notification to the
Distributor to include the amount of such sales charge to be
remitted by the Distributor to the dealer participating in the
sale, calculated pursuant to paragraph 9 hereof) of such
deposits, such notification to be given as soon as practicable
on the next business day stating the total amount deposited to
said accounts during the previous business day. Such
notification shall be confirmed in writing.
5. Shareholder Accounts. Upon receipt of any funds
referred to in paragraph 6 hereof, CISC will compute the number
of shares purchased by the shareholder according to the net
asset value of Trust shares next determined after such receipt
less the applicable sales charge, calculated pursuant to
paragraph 9 hereof, and:
(a) In the case of a new shareholder, open and
maintain an open account for such shareholder in the name or
names set forth in the subscription application form;
(b) Unless the Trustees of the Trust have resolved
that all of the Trust's shares of beneficial interest, or all of
the shares of a particular series or class, shall be issued in
uncertificated form, and if specifically requested in writing by
the shareholder, countersign, issue and mail, by first class
mail, to the shareholder at his or her address as set forth in a
share certificate for full shares purchased;
(c) Send to the shareholder a confirmation indicating
the amount of full and fractional shares purchased (in the case
of fractional shares, rounded to three decimal places) and the
price per share; and
(d) In the case of a request to establish an
accumulation plan, withdrawal plan, group plan or other plan or
program being offered by the Trust's Prospectus, open and
maintain such plan or program for the shareholder in accordance
with the terms thereof;
all subject to any reasonable instructions which the Distributor
or the Trust may give to CISC with respect to rejection of
orders for shares.
6. Unpaid Checks. In the event that any check or other
order for payment of money on the account of any shareholder or
new investor is returned for any reason, CISC will:
(a) Give prompt notification to the Distributor of
such nonpayment; and
(b) Take such other steps, including imposition of a
reasonable processing or handling fee, as CISC may, in CISC's
discretion, deem appropriate, or as the Trust of the Distributor
may instruct CISC.
7. Sales Charge. In computing the number of shares to
credit to the account of a shareholder pursuant to paragraph 7
hereof, CISC will calculate the total of the applicable
Distributor and representative sales charges, commission or
other amount, with respect to each purchase as set forth in the
Prospectus and in accordance with any notification filed with
respect to combined and accumulated purchases; CISC will also
determine the portion of each sales charge, commission or other
amount, payable by the Distributor to the dealer or other
amount, payable by the Distributor to the dealer participating
in the sale in accordance with such schedules as are from time
to time delivered by the Distributor to CISC.
8. Dividends and Distributions. The Trust will promptly
notify CISC of the declaration of any dividends or distribution
with respect to Trust shares, the amount of such dividend or
distribution, the date each such dividend or distribution shall
be paid, and the record date for determination of shareholders
entitled to receive such dividend or distribution. As Dividend
Disbursing Agent, CISC will, on or before the payment date of
any such dividend or distribution notify the Custodian of the
estimated amount of cash required to pay such dividend or
distribution, and the Trust agrees that on or before the mailing
date of such dividend or distribution it will instruct the
Custodian to make available to CISC sufficient funds therefor in
the dividend and distribution account maintained by CISC with
the Custodian. As Dividend Disbursing Agent, CISC will prepare
and distribute to shareholders any funds to which they are
entitled by reason of any dividend or distribution and, in the
case of shareholders entitled to receive additional shares by
reason of any such dividend or distribution, CISC will make
appropriate credits to their accounts and prepare and mail to
shareholders a confirmation statement and, if required, a
certificate in respect of such additional shares.
9. Repurchase and Redemptions. CISC will receive and
stamp with the date of receipt all certificates and requests
delivered to CISC for repurchase or redemption of shares and
CISC will process such repurchases as agent for the Distributor
and such redemptions as agent for the Trust as follows:
(a) If such certificate or request complies with
standards for repurchase or redemption approved from time to
time by the Trust, CISC will, on or prior to the seventh
calendar day succeeding the receipt of any such request for
repurchase or redemption in good order, deposit any contingent
deferred sales charge ("CDSC") due the Distributor in its
account with such bank as may from time to time be designated by
the Distributor and pay to the shareholder from funds deposited
by the Trust from time to time in the repurchase and redemption
account maintained by CISC with the Custodian, the appropriate
repurchase or redemption price, as the case may be, as set forth
in the Prospectus;
(b) If such certificate or request does not comply
with said standards for repurchase or redemption as approved by
the Trust, CISC will promptly notify the shareholder of such
fact, together with the reason therefor, and shall effect such
repurchase or redemption at the price in effect at the time of
receipt of documents complying with said standards, or, in the
case of a repurchase, at such other time as the Distributor, as
agent for the Trust, shall so direct; and
(c) CISC shall notify the Trust and the Distributor
as soon as practicable on each business day of the total number
of Trust shares covered by requests for repurchase or redemption
which were received by CISC in proper form on the previous
business day, and shall notify the Distributor of deposits to
its account with respect to any CDSC, such notification to be
confirmed in writing.
10. Systematic Withdrawal Plans. CISC will administer
systematic withdrawal plans pursuant to the provisions of
withdrawal orders duly executed by shareholders and the Trust's
Prospectus. Payments upon such withdrawal orders shall be made
by CISC from the appropriate account maintained by the Trust
with the Custodian. Prior to the payment date CISC will
withdraw from a shareholder's account and present for repurchase
or redemption as many shares as shall be sufficient to make such
withdrawal payment pursuant to the provisions of the
shareholder's withdrawal plan and the Prospectus.
11. Letters of Intent and Other Plans. CISC will process
such letters of intent for investing in shares as are provided
for in the Prospectus, and CISC will act as escrow agent
pursuant to the terms of such letters of intent duly executed by
shareholders. CISC will make appropriate deposits to the
account of the Distributor for the adjustment of sales charges
as therein provided and will currently report the same to the
Distributor, it being understood, however, that computations of
any adjustment of sales charge shall be the responsibility of
the Distributor or the Trust. CISC will process such
accumulation plans, group programs and other plans or programs
for investing in shares as are provided for in the Prospectus.
In connection with any such plan or program, and with withdrawal
plans described in paragraph 12 hereof, CISC will act as plan
agent for shareholders and in so acting shall not be the agent
of the Trust.
12. Tax Returns and Reports. CISC will prepare, file with
the Internal Revenue Service and any other federal, state or
local governmental agency which may require such filing, and, if
required, mail to shareholders such returns for reporting
dividends and distributions paid by the Trust as are required to
be so prepared, filed and mailed by applicable laws, rules and
regulations, and CISC will withhold such sums as are required to
be withheld under applicable Federal and state income tax laws,
rules and regulations.
13. Record Keeping. CISC will maintain records, which at
all times will be the property of the Trust and available for
inspection by the Trust and Distributor, showing for each
shareholder's account the following:
(a) Name, address and United States taxpayer
identification or Social Security number, if provided (or
amounts withheld with respect to dividends and distributions on
shares if a taxpayer identification or Social Security number is
not provided);
(b) Number of shares held and number of shares for
which certificates have been issued;
(c) Historical information regarding the account of
each shareholder, including dividends and distributions paid, if
any, and the date and price for all transactions on a
shareholder's account;
(d) Any stop or restraining order placed against a
shareholder's account;
(e) Information with respect to withholdings of taxes
on dividends paid to foreign accounts; and
(f) Any instruction as to letters of intent, record
address, and any correspondence or instructions relating to the
current maintenance of a shareholder's account.
In addition, CISC will keep and maintain on behalf of the Trust
all records which the Trust or CISC is required to keep and
maintain pursuant to any applicable statute, rule or regulation,
including without limitation, Rule 31(a)-1 under the Investment
Company Act of 1940, relating to the maintenance of records in
connection with the services to be provided hereunder. CISC
shall be obligated to maintain at its expense only those records
necessary to carry out its duties hereunder and the remaining
records will be preserved at the Trust's expense for the periods
prescribed by law.
14. Other Information Furnished. CISC will furnish to the
Trust and the Distributor such other information, including
shareholder lists and statistical information as may be agreed
upon from time to time between CISC and the Trust. CISC shall
notify the Trust of any request or demand to inspect the share
records books of the Trust and will act upon the instructions of
the Trust as to the permitting or refusing such inspection.
15. Shareholder Inquiries. CISC will respond promptly to
written correspondence from shareholders, registered
representatives of broker-dealers engaged in selling Trust
shares, the Trust and the Distributor relating to its duties
hereunder, and such other correspondence as may from time to
time be mutually agreed upon between CISC and the Trust. CISC
also will respond to telephone inquiries from shareholders with
respect to existing accounts.
16. Communications to Shareholders and Meetings. CISC
will determine all shareholders entitled to receive, and will
address and mail all communications by the Trust to its
shareholders, including quarterly and annual reports to
shareholders, proxy material for meetings of shareholders and
periodic communications to shareholders. CISC will receive,
examine and tabulate return proxy cards for meetings of
shareholders and certify the vote to the Trust.
17. Insurance. CISC will not reduce or allow to lapse any
of its insurance coverage from time to time in effect, including
but not limited to Errors and Omissions, Fidelity Bond and
Electronic Data Processing coverage, without the prior written
consent of the Trust.
18. Duty of Care and Indemnification. CISC will at all
times use reasonable care and act in good faith in performing
its duties hereunder. CISC will not be liable or responsible
for delays or errors by reason of circumstances beyond its con-
trol, including without limitation, acts of civil or military
authority, national or state emergencies, labor difficulties,
fire, mechanical breakdown, flood or catastrophe, acts of God,
insurrection, war, riots or failure of transportation, commu-
nication or power supply.
CISC may rely on certifications of the Secretary, any
Assistant Secretary, the President, any Vice President, the
Treasurer or any Assistant Treasurer of the Trust as to
proceedings or facts in connection with any action taken by the
shareholders or Trustees of the Trust, and upon instructions not
inconsistent with this Agreement from the President, any Vice
President, the Treasurer or any Assistant Treasurer of the
Trust. CISC may apply to counsel for the Trust, at the Trust's
expense, or to its own counsel for advice whenever it deems
expedient. With respect to any action taken on the basis of such
certifications or instructions or in accordance with the advice
of counsel for instructions or in accordance with the advice of
counsel for the Trust, the Trust will indemnify and hold
harmless CISC from any and all losses, claims, damages,
liabilities and expenses (including reasonable counsel fees and
expenses).
The trust will indemnify CISC against and hold CISC
harmless from any and all losses, claims, damages, liabilities
and expenses (including reasonable counsel fees and expenses) in
respect to any claim, demand, action or suit not resulting from
CISC's bad faith or negligence and arising out of, or in
connection with, its duties on behalf of the Trust under this
Agreement.
CISC shall also be indemnified and held harmless by the
Trust against any loss, claim, damage, liability and expenses
(including reasonable counsel fees and expenses) by reason of
any act done by it in good faith and in reliance upon any
instrument or certificate for shares believed by it (a) to be
genuine and (b) to be signed, countersigned or executed by any
person or persons authorized to sign, countersign, or execute
such instrument or certificate.
In any case in which a party to this Agreement may be asked
to indemnify or hold harmless the other party hereto, the party
seeking indemnification shall advise the other party of all
pertinent facts concerning the situation giving rise to the
claim or potential claim for indemnification, and each party
shall use reasonable care to identify and notify the other
promptly concerning any situation which presents or appears
likely to present a claim for indemnification.
19. Employees. CISC is responsible for the employment,
control and conduct of its agents and employees and for injury
to such agents or employees or to others caused by such agents
or employees. CISC assumes full responsibility for its agents
and employees under applicable statutes and agrees to pay all
employer taxes thereunder. CISC shall maintain at its own
expense insurance against public liability in a reasonable
amount.
20. Termination. This Agreement shall continue
indefinitely until terminated by not less than ninety (90) days'
written notice given by the Trust to CISC or, by six (6) months
written notice given by CISC to the Trust. Upon termination
hereof, the Trust shall pay such compensation as may be due to
CISC as of the date of such termination.
21. Successors. In the event that (i) in connection with
termination of this Agreement a successor to any of CISC's
duties or responsibilities hereunder is designated by the Trust
by written notice to CISC, or (ii) CMA exercises its prerogative
under paragraph 1 hereof to assume the duties and functions of
CISC hereunder, CISC shall promptly at the expense of the Trust,
transfer to such successor or CMA, as the case may be, a
certified list of the shareholders of the Trust (with name,
address and taxpayer identification or Social Security number),
and historical record of the account of each shareholder and the
status thereof, all other relevant books, records,
correspondence and other data established or maintained by CISC
under this Agreement in form reasonably acceptable to the Trust
(if such form differs from the form in which CISC has maintained
the same, the Trust shall pay any expenses associated with
transferring the same to such form), and will cooperate in the
transfer of such duties and responsibilities, including provi-
sion for assistance from CISC's personnel in the establishment
of books, records and other data by such successor CMA. CISC
shall be entitled to reasonable compensation and reimbursement
of its out-of-pocket expenses in respect of assistance provided
in accordance with the preceding sentence. Also, in the event
of the termination of this Agreement, to the extent permitted by
the agreements or licenses described below, CISC and CMA shall,
if requested by the Trustees of the Trust, assign to any entity
wholly owned, directly or indirectly, by The Colonial Group,
Inc. or by The Colonial Group of funds collectively, or any of
them, all of their rights under any existing agreements to which
either of them is a party and pursuant to which either has a
right to have access to data processing capability in connection
with the services contemplated by this Agreement and under any
licenses to use third-party software in connection therewith,
and in connection with such assignment shall grant to the
assignee an irrevocable right and license or sublicenses, on a
non-exclusive basis, to use any software used in connection
therewith and, on an exclusive basis, any proprietary rights or
interest which it has under such agreements or licenses.
22. Miscellaneous. This Agreement shall be construed in
accordance with and governed by the laws of The Commonwealth of
Massachusetts.
The captions in this Agreement are included for convenience
of reference only and in no way define or limit any of the
provisions of this agreement or otherwise affect their
construction or effect. This Agreement may be executed si-
multaneously in two or more counterparts, each of which shall be
deemed an original, but all of which taken together shall
constitute one and the same instrument.
A copy of the Declaration of Trust of the Trust is on file
with the Secretary of the Commonwealth of Massachusetts, and
notice is hereby given that this instrument is executed on
behalf of the Trustees of the Trust as Trustees and not
individually and that the obligations of or arising out of the
instrument are not binding upon any of the Trustees or officers
or shareholders individually, but binding only upon the assets
and property of the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the date first above
written.
THE TRUSTS LISTED ON APPENDIX I
By:
Title:
COLONIAL INVESTORS SERVICE CENTER, INC.
By:
Title:
COLONIAL MANAGEMENT ASSOCIATES, INC.
By: C. Xxxxxxx Xxxxxxx
Title: President
SCHEDULE A
APPENDIX I
Funds Custodian
Effective Date:
By: _____________________________________
COLONIAL MANAGEMENT ASSOCIATES, INC.
By: _____________________________________
COLONIAL INVESTORS SERVICE CENTER, INC.
By: _____________________________________
