EXHIBIT 6(c)
FORM OF
COLONIAL INVESTMENT SERVICES, INC.
SELLING AGREEMENT
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Order Room (000) 000-0000
Order Room: (000) 000-0000
Dear Investment Colleague:
As dealer for our account, we offer to sell to you shares of
each of the mutual funds with the "Colonial" name (the
"Funds"; individually, a "Fund") for which we are the
principal underwriter as defined in the Investment Company
Act of 1940 (the "Act") on the following terms:
1. Orders; Order Procedures. Orders shall be accepted
only on the terms described herein, in the Fund prospectus
and statement of additional information ("Prospectus") and by
order procedures in effect from time to time. You agree to
purchase shares only from us or from your customers. All
orders are subject to acceptance or rejection by us in our
sole descretion. You shall provide us with a taxpayer
identification number for each account for which you are
dealer of record.
2. Payment for Shares; Registration. Payment for Fund
shares shall be made as instructed in our confirmation to
you. If timely payment is not received, we may cancel the
sale or, at our option, sell the shares back to the Funds.
We may delay registration of shares until good payment is
received. Unless other instructions are received by the
settlement date, orders accepted by us may be placed in an
open account registered in your name. If payment or
instructions are not timely received, or if you do not
promptly correct errors in our confirmation, you are
responsible to the Fund, us and the Fund's transfer agent
("Agent") for any directly related loss, cost, damage or
expense, including reasonable attorney's fees and expenses.
3. Suitability and Multiple Classes of Shares. A Fund
may offer more than one class of shares in accordance with
its Prospectus; refer to the Prospectus for availability and
details. Purchases of a class of shares shall be subject to
our compliance standards. You are responsible for
determining whether a Fund, and which class of that Fund's
shares, is suitable for your client. Investors affiliated
with us and with you (and their families) have special
purchase rights.
4. Sales to the Public; Redemptions; Exchanges. In
sales of Fund shares to the public you shall act as principal
for your own account, not as agent for a Fund or for us. You
shall also act as principal in all purchases of Fund shares
directly from us by a shareholder for whom you are the dealer
of record and you appoint the Agent to confirm (with a copy
to you) such purchases on your behalf. You shall sell shares
only: (a) to customers at the applicable price described in
the Prospectus; and (b) to us as agent for the Fund at the
redemption price. If you act as principal in purchasing
shares for redemption, you shall pay your customer the amount
which you receive from us. For Fund shares redeemed within
seven business days after purchase, you shall promptly refund
to us the dealer discount (which shall be paid to the Fund,
together with any portion of the sales charge retained by
us), commission and other compensation you received on such
Fund shares. Your customer shall not be charged a contingent
deferred sales charge on shares redeemed within seven
business days after purchase. You are responsible to the
Fund, us and the Agent for any loss, cost, damage or expense
(including reasonable attorney's fees and expenses) arising
from our reliance upon your instructions.
5. Compensation.
(a) You shall receive for the sale of Fund shares
the compensation described in the Prospectus. You will
receive no compensation for reinvestments in a Fund under a
reinvestment privilege described in a Prospectus. We will
keep all contingent deferred sales charges.
(b) To the extent you provide shareholder services
in accordance with the then applicable shareholder services
plan, you may be eligible to receive service fees described
in the Prospectus of a Fund. The current shareholder
services plan requires you to promote the sale of shares and
the retention of assets and to furnish continuing service and
assistance to Fund shareholders with respect to which service
fees are paid to you. Any applicable service fees shall be
paid quarterly on Fund shares for which you are named dealer
on the records of the Agent. If the quarterly fees for any
customer's account are less than $1.00, they will not be
paid. Aggregate fees (excluding fees not paid under the
preceding sentence) less than $15.00 for all your customers'
accounts for all Funds for any quarter will not be paid.
Payment of distribution and service fees generally shall be
made by the middle of the month following the close of each
quarter. Our liability to you for the payment of a
distribution or service fee on a Fund for any period is
limited solely to the proceeds of that Fund's service fee
received by us for such period. This Paragraph 5(b) may be
terminated for any Fund at any time without notice.
(c) You may qualify for sales incentives offered from
time to time with respect to certain Fund sales. You may be
an underwriter subject to the Securities Act of 1933 if you
receive for a sale the entire charge set forth in a
Prospectus. Other special incentives may be generally
available to firms with which we have executed a Selling
Agreement. Consult us for details.
6. Authorized Statements. No person is authorized to
make any statement concerning a Fund except those contained
in the appropriate Prospectus and in sales literature issued
by us. We shall furnish Prospectuses and sales literature
upon request. You shall not allow unauthorized statements or
information designated by us for broker use only to be used
with the public. You shall deliver to us for prior approval
any Fund sales literature prepared by you for use with the
public. You shall also deliver a current Fund Prospectus to
your customer in accordance with law.
7. Colonial Warranty; Indemnification. We represent
and warrant that:
(a) each Fund, its Prospectus and all sales
literature issued by us for distribution to the public will
comply with all applicable state and Federal laws, rules and
regulations;
(b) each Prospectus and all sales literature issued
by us will not by statement or omission be misleading;
(c) each Fund may legally be sold in every United
States jurisdiction unless you are otherwise notified; and
(d) each Fund's investment advisor is in compliance
with all applicable state and Federal laws, rules and
regulations.
We indemnify you and agree to hold you harmless against every
loss, cost, damage or expense including reasonable attorney's
fees and expenses) incurred by you as a result of our breach
of the foregoing representations and warranties if you notify
us promptly after the commencement of any action against you
for which you may seek indemnity. We may participate at our
own expense in the defense of such action, or we may assume
the defense of such action with counsel satisfactory to you
chosen by us. If we elect to assume the defense, you may
retain additional counsel at your option for which you shall
pay the fees and expenses. This paragraph 7 shall survive
termination of this Agreement.
8. NASD; Applicable Laws. You represent that you are a
member of the National Association of Securities Dealers,
Inc. ("NASD"). You and we shall abide by the rules and
regulations of the NASD and all applicable state and Federal
laws, rules and regulations.
9. Miscellaneous. All communications shall be
transmitted pursuant to our then-current procedures and if
(a) to us, must be sent to the above address or such other
address as we may specify and (b) to you, must be sent to
your address listed below, such other address as you may
specify or as registered with the NASD. Communications shall
be effective when posted pre-paid by United States mail or
delivered by other means. We may change or terminate
this Agreement without notice. This Agreement replaces all
prior selling agreements and shall be effective upon the
earlier of your written acceptance below or our acceptance
of your first order after this communication. This
Agreement is not assignable, except that we may transfer it
to any successor underwriter of the Funds. This Agreement
shall be construed under Massachusetts Law.
COLONIAL INVESTMENT SERVICES, INC.
By: ________________________ Date: ____________
Please execute this Agreement below and return to us at the
address set forth above.
Accepted:
______________________________ _________________________
(Dealer's Name) (Telephone Number)
_________________________________________________________
(Street Address)
__________________________________________________________
(City) (State) (Zip)
__________________________________________________________
(Authorized Signature)
__________________________________________________________
(Name and Title)
