COLUMBIA MANAGEMENT DISTRIBUTORS, INC.
MUTUAL FUND SALES AGREEMENT
Ladies and Gentlemen:
From and after the Effective Date (as defined below), we will be the exclusive
distributors of the shares of the funds of the fund families set forth in
Schedule A (collectively, together with any funds that may hereafter become part
of such fund families, the "CMD Distributed Funds"). We invite you to
participate in the offer and sale of the shares of those CMD Distributed Funds
(or classes thereof) as we may determine from time to time (each a "Fund" and
collectively the "Funds") on the terms set forth below.
1. EFFECTIVE DATE: This Agreement shall become effective on the Effective
Date. If you have returned an executed copy of this Agreement on or before
the Consolidation Date, then the Effective Date will be the Consolidation
Date and we will send to you an executed copy of this Agreement for your
files promptly after the Effective Date. If you have not returned an
executed copy of this Agreement to us on or before the Consolidation Date,
then the Effective Date will be the first date on which you place a trade
with us or receive payment from us with respect to Fund shares occurring on
or after the Consolidation Date. The "Consolidation Date" is the first date
on which all three of the following conditions are satisfied: (i) Columbia
Financial Center Incorporated has merged into BACAP Distributors, LLC, and
(ii) BACAP Distributors, LLC has merged into Columbia Funds Distributor,
Inc., and (iii) Columbia Funds Distributor, Inc. has changed its name to
Columbia Management Distributors, Inc.
2. YOUR REGULATORY STATUS: If you are a registered broker or dealer under
the Securities Exchange Act of 1934 ("1934 Act"), you agree that the terms
in Schedule B apply. Otherwise, you agree that the terms in Schedule C
apply.
3. APPOINTMENT: We appoint you to provide the services set forth in this
Agreement on a non-exclusive basis, subject to and in compliance with all
terms of this Agreement, the Funds' then-current prospectuses and
statements of additional information including any supplements thereto
(collectively, the "Prospectus"), the Funds' new account applications,
applicable laws, regulations and rules of self-regulatory or clearing
organizations (collectively "Applicable Law") and such procedures and
instructions as we may communicate to you.
4. OFFER AND SALE OF FUND SHARES:
(a) You agree to offer and sell the Funds' shares, but to do so only in the
states and other jurisdictions in which we have indicated to you on a
supplemental list that you may make such offers and sales. You may act
either as principal or as agent of your customers ("Customers") who
purchase Fund shares through you. In connection with your offers and sales
of Fund shares, you agree that we have no responsibility for determining
whether the Funds' shares are suitable for your Customers. You agree never
to make any statement or representation in connection with us, our
affiliates or the Funds other than that as contained in the Prospectus,
shareholder reports and sales literature issued by us ("Sales Literature")
or as otherwise approved in writing by us.
(b) If you sell shares for which a distribution plan has been adopted pursuant
to Rule 12b-1 under the Investment Company Act of 1940 ("1940 Act"), you
agree to provide reasonable
sales support assistance, including forwarding Sales Literature to your
Customers and providing other sales support assistance as we may request.
You shall perform all support services in a professional, competent and
timely manner.
(c) We shall furnish you upon request with a reasonable quantity of copies of
the Sales Literature. If we supply you with copies of any Fund prospectus
or statement of additional information supplements, you agree to affix
copies of the supplements as appropriate and distribute only appropriately
supplemented prospectuses or statements of additional information. You
agree not to use Sales Literature with your Customers unless accompanied or
preceded by the Prospectus. You agree not to amend or translate any Sales
Literature. You agree that any supplemental literature we provide you
regarding hypothetical investments may be used only in "one-on-one
presentations" within the meaning of the rules of the National Association
of Securities Dealers, Inc. ("NASD").
(d) You shall submit any sales literature or materials or advertising you
prepare regarding the Funds to us for our prior approval. We may withdraw
our approval of any such materials upon notice. You shall then immediately
discontinue using those materials. You are responsible for ensuring that
any such materials are prepared and distributed in accordance with
Applicable Law, including any filing obligations.
5. PURCHASE, REDEMPTION AND EXCHANGE OF FUND SHARES:
(a) You agree: (i) to offer and sell each class of each Fund's shares at the
applicable public offering price; (ii) that redemptions of shares will be
made at the net asset value of such shares, less any applicable deferred
sales charges or redemption fees; and (iii) that exchanges of shares will
be made at the net asset value of such shares, less any applicable sales
charges and/or redemption fees, all as provided in the Prospectus.
(b) All purchase and exchange orders are subject to acceptance and confirmation
by us, the Funds and their transfer agent (the "Transfer Agent"). You agree
to date and time stamp all orders you receive and to forward all orders to
the Transfer Agent in proper form for processing at the next-determined
share price after your receipt.
(c) You agree to offer and sell the Funds' shares in compliance with the Funds'
Prospectus requirements and you further agree that you have systems,
procedures and/or policies in place designed to ensure that you are
complying with all terms of this Agreement, the Prospectus requirements and
all relevant rules and regulations regarding the handling of mutual fund
share orders on a timely basis.
(d) You may not make any conditional or contingent orders for any Fund's
shares. We may in our sole discretion reject any purchase order in whole or
in part. We also may in our discretion suspend sales or withdraw the
offering of shares, in whole or part, without notice to you.
(e) If you place a purchase order and payment for shares is not received or
made within the time set forth in the Prospectus, the sale may be canceled
without any responsibility or liability on the part of us, the Funds or the
Transfer Agent or we may elect to buy the shares. We shall have no
liability for any check or other item returned unpaid to you after you have
paid us on behalf of a Customer.
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(f) If you place a redemption order and the Transfer Agent does not receive
instructions in proper form, including any outstanding certificates, within
the time set forth in the Prospectus, the redemption may be canceled
without any responsibility or liability on the part of us, the Funds or the
Transfer Agent or we may elect to buy the shares redeemed. We may refuse to
liquidate an investment or part of an investment unless we receive your
Customer's signed authorization of the liquidation.
(g) You agree that if a Customer's Fund shares are redeemed within seven
business days after the confirmation of the original order, you will refund
the full concession allowed. The provisions of this sub-Section shall
survive the termination of this Agreement.
(h) You agree to be responsible to the Funds, the Transfer Agent and us for any
losses, claims, damages or expenses resulting from your: (i) failure to
make any payment for, or settle any redemption of, Fund shares pursuant to
this Agreement or (ii) correction or cancellation of any order after its
trade date. You will immediately pay such loss, claim, damage or expense to
us, the Transfer Agent or the Funds, as appropriate, upon notification.
(i) You acknowledge that the Funds do not issue share certificates.
(j) You further agree:
(i) to purchase shares only to cover purchase orders you already have
received, or for your own investment;
(ii) to maintain records of all transactions in Fund shares made through
you and to furnish us with copies on request;
(iii) not to withhold placing Customers' orders for shares so as to profit
as a result of such withholding;
(iv) to comply with the standards for reducing or eliminating sales charges
as set forth in the Prospectus and to not place orders for Fund shares
in amounts just below the breakpoint at which sales charges are
reduced so as to benefit from a higher sales charge applicable to the
amount below the breakpoint; and
(v) to purchase Fund shares only through us.
6. SHAREHOLDER INFORMATION:
(a) You agree to cooperate with all requests by the Funds with respect to
discouraging, monitoring and terminating patterns of trading that the Funds
deem disruptive, including providing, upon written request by the Funds,
the Taxpayer Identification Number ("TIN"), if known, of any and all
Shareholder(s) of the account and the amount, date, name or other
identifier of any investment professional(s) associated with the
Shareholder(s) or account (if known) and transaction type (purchase,
redemption, transfer, or exchange) of every purchase, redemption, transfer
or exchange of the Funds' shares held through an account maintained by you
during the period covered by the request.
a. If you do not provide the Funds a daily feed, such requests must set
forth a specified period, not to exceed three (3) months from the date
of the request, for which transaction information is sought. The Funds
may request transaction
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information older than three (3) months from the date of the request
as it deems necessary to investigate compliance with policies
established by the Funds for the purpose of eliminating or reducing
any dilution of the value of the outstanding shares issued by the
Funds. If you provide the Funds a daily feed, unless otherwise
directed by the requesting Fund, you agree to provide the information
specified in this Section 6(a) for each trading day.
b. You agree to transmit the requested information that is on your books
and records to the Funds or their designee promptly, but in any event
not later than five (5) business days, after receipt of such request.
If the requested information is not on your books and records, you
agree to use reasonable efforts to: (A) promptly obtain and transmit
the requested information; (B) obtain assurances from the
accountholder that the requested information will be provided to the
Funds promptly; or (C) if directed by the Funds, restrict or prohibit
further purchases of the Funds' shares from such accountholder. In
such instance, you agree to inform the requesting Fund whether you
plan to perform (A), (B), or (C). Responses required by this
sub-Section must be communicated in writing and in a format mutually
agreed upon by the parties. To the extent practicable, the format for
any transaction information provided to the Funds should be consistent
with the National Securities Clearing Corporation's Standardized Data
Reporting Format.
c. The Funds agree not to use the information received pursuant to this
Section 6 for marketing or any other similar purpose without your
prior written consent.
(b) You agree to execute written instructions from the Funds to restrict or
prohibit further purchases or exchanges of the Funds' shares by a
Shareholder that has been identified by a Fund as having engaged in
transactions of such Fund's shares (directly or indirectly through your
account) that violate policies established by such Fund for the purpose of
eliminating or reducing any dilution of the value of the outstanding
securities issued by the Fund.
(i) Instructions must include the TIN, if known, and the specific
restriction(s) to be executed. If the TIN is not known, the
instructions must include an equivalent identifying number of the
Shareholder(s) or account(s) or other agreed upon information to which
the instruction relates.
(ii) You agree to execute instructions as soon as reasonably practicable,
but not later than five (5) business days after receipt by you of the
instructions.
(iii) You must provide written confirmation to the Funds that instructions
have been executed. You agree to provide confirmation as soon as
reasonably practicable, but not later than ten (10) business days
after the instructions have been executed.
(c) For purposes of this Section 6:
(i) The term "Fund" includes us and the Transfer Agent, but does not
include any "excepted funds" as defined in Rule 22c-2(b) under the
1940 Act.
(ii) The term "Shareholder" means the beneficial owner of the Funds'
shares, whether such shares are held directly or by you in nominee
name.
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(iii) The term "written" includes electronic writings and facsimile
transmissions.
7. SERVICING BENEFICIAL OWNERS OF FUND SHARES: If your Customers hold
positions in shares of a class or classes upon which you receive
shareholder servicing or shareholder administration fees, you agree that
the provisions of Schedule D shall apply.
8. COMPENSATION:
(a) The total sales charges and your dealer concessions (if any) on each
purchase of Fund shares shall be as stated in the Prospectus, subject to
Applicable Law including NASD rules. You must notify the Transfer Agent
that an order qualifies for a reduction in, or waiver of, sales charges at
the time of the order placement in order for the Customer to obtain the
reduction or waiver. If you fail to so notify, neither we, the Transfer
Agent nor any of the Funds will be liable for reimbursing the Customer for
the reduction or waiver that should have been effected. You agree to ensure
that every Customer receives the benefit of any appropriate reduction in or
waiver of a sales charge as described in the Prospectus. There is no sales
charge or discount on reinvested dividends.
(b) As compensation for the sales support assistance described in sub-Section
4(b), we also may arrange for you to be paid a periodic fee based upon a
percentage of the average daily net asset value of the respective Fund's
shares attributable to you. We will inform you of the amount of the fee (if
any) and may arrange for the fee payable to be changed upon prior notice.
Our liability to you for the payment of a distribution or service fee
related to a Fund for any period is limited solely to the proceeds of that
Fund's distribution or service fee actually received by us for such period.
We may stop paying distribution and service fees for any Fund at any time
without notice to you. Each Fund reserves the right to establish and change
minimum asset amounts at the representatives level and dealer level as
conditions for its obligations to pay service fees.
(c) You may charge reasonable service fees to your Customers for processing
exchange or redemption orders, provided you disclose the fees to your
Customers and that such fees do not constitute sales loads as defined in
Section 2(a)(35) of the 1940 Act.
9. COMPLIANCE WITH LAW:
(a) You represent and warrant to us that: (i) your compliance personnel have
sufficient expertise and experience to implement this Agreement in
accordance with its terms; (ii) you have in place compliance systems,
policies and procedures designed to detect and prevent late trading of
mutual fund shares; and (iii) you have adequate qualified personnel and
systems to comply with any restrictions and limitations on purchases,
redemptions and exchanges described in the Prospectus, including any
restrictions or prohibitions relating to frequent purchases and redemptions
(i.e., market timing) and any share purchase eligibility requirements.
(b) You agree to comply with Applicable Law and, if applicable, the rules of
the National Securities Clearing Corporation ("NSCC"). You shall have sole
responsibility for the registration and licensing of persons selling Fund
shares on your behalf and the manner of sale of Fund shares by you or those
that sell on your behalf.
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(c) You agree to cooperate fully with any and all efforts by us or the Funds to
assure ourselves that you have implemented effective compliance policies
and procedures administered by qualified personnel including, without
limitation:
(i) permitting us and the Funds to become familiar with your operations
and understand those aspects of your operations that expose us or the
Funds to compliance risks;
(ii) permitting us and the Funds to maintain an active working relationship
with your compliance personnel;
(iii) providing us and the Funds with periodic and special reports in the
event of compliance problems;
(iv) providing us and the Funds with such certifications as we may require
on a periodic or special basis; and
(v) making your personnel and applicable policies and procedures available
to such audit personnel as we or the Funds may designate to audit the
effectiveness of your compliance controls.
10. CUSTOMER INSTRUCTIONS:
(a) You represent and warrant that you have full authority to act on behalf of
each Customer and will act only in accordance with the scope of your
authority when acting on behalf of the Customer.
(b) If a Customer's account with a Fund is established without the Customer
signing an account application, you represent and warrant that the
instructions relating to account establishment and shareholder options
(whether on the account application, in another document or orally) are in
accordance with the Customer's instructions.
(c) You agree to provide all necessary information for us and the Funds to
comply properly with all federal, state and local reporting requirements
for your Customer accounts. You represent and warrant that all Taxpayer
Identification Numbers ("TINs") you provide are certified and that you will
not establish an account without a certified TIN.
(d) You agree to be responsible to the Funds, the Transfer Agent and us for any
losses, claims, damages or expenses resulting from acting upon such
authority, instructions and performance.
11. DISTRIBUTION OF INFORMATION TO SHAREHOLDERS: You agree that we, the
Funds and the Transfer Agent may mail or otherwise distribute to Fund
shareholders any material concerning the Funds or other funds or services.
If you hold Fund shares in record name or as nominee for your Customers,
all Prospectuses, proxy statements, shareholder reports, and other printed
material will be sent to you, and any confirmations and other
communications to shareholders will be transmitted to you. You will be
responsible for forwarding such printed material, confirmations, and
communications, or the information contained therein, to all Customers for
whose account you hold Fund shares.
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12. NATURE OF RELATIONSHIP: You have no authority to act as agent for,
partner of, or participant in a joint venture with, the Funds or us or any
of our affiliates. Nothing in this Agreement shall constitute either of us
the agent of the other or you or the Funds the agent of each other, except
that you shall be deemed an agent of the Funds for the sole and limited
purpose of receiving orders for Fund shares pursuant to sub-Section 5(b),
to the extent that such an agency relationship is required by Applicable
Law.
13. PROTECTION AGAINST UNAUTHORIZED USE OF RECORDKEEPING SYSTEMS: You agree
to provide such security as is necessary to prevent any unauthorized use of
the Funds' recordkeeping systems, accessed via any computer hardware or
software provided to you by us or the Transfer Agent.
14. REPORTS: Upon our request, you agree to report to us in writing on the
amounts you spend in connection with providing services pursuant to Section
4 and their purposes. You also agree to cooperate with us in our reporting
to the Board of Trustees of CMD Distributed Funds or regulators concerning
this Agreement and the amounts you spend.
15. DISCLOSURES TO SHAREHOLDERS: You agree to disclose your compensation
under this Agreement, together with any other compensation you receive in
connection with your Customers' investments in Fund shares, to your
Customers as required by Applicable Law and to the extent necessary to
ensure that your Customers fully understand all such compensation and any
conflicts of interest related to your receipt of such compensation. You
also agree and warrant that your Customers will authorize your compensation
and that your compensation will not be excessive or unreasonable.
16. PRIVACY AND CONFIDENTIAL INFORMATION
(a) "Confidential Information" means this Agreement and all proprietary
information, data, trade secrets, business information and other
information of any kind which (a) a party ("Discloser") discloses to the
other party ("Recipient") or to which Recipient obtains access in
connection with this Agreement and (b) relates to (i) the Discloser, (ii)
in your case, us, the Funds, the Transfer Agent or our affiliates, or (iii)
third-party suppliers or licensors who have made confidential or
proprietary information available. Confidential Information includes
Customer and account information.
(b) The Recipient shall not disclose or use Confidential Information other than
in the course of ordinary business to carry out the purpose for which the
Confidential Information was provided to the Recipient. The Recipient also
shall not disclose Customer information on other than a "need to know"
basis and then only to: (i) Recipient's employees or officers; (ii)
affiliates of Recipient provided they shall be restricted in use and
redisclosure to the same extent as Recipient; or (iii) carefully selected
subcontractors that have entered into confidentiality agreements no less
restrictive than the terms of this Agreement; or pursuant to the exceptions
set forth in 15 USC 6802(e) and associated regulations. Prior to any
disclosure of Confidential Information as required by law, the Recipient
shall (i) notify the Discloser of any actual or threatened legal compulsion
of disclosure and any actual legal obligation of disclosure immediately
upon becoming so obligated and (ii) cooperate with the Discloser's
reasonable, lawful efforts to resist, limit or delay disclosure. Nothing in
this Section shall require any notice or other action by us or our
affiliates in connection with requests or demands for Confidential
Information by applicable regulators. The restrictions set forth herein
shall survive the termination of this Agreement.
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(c) These confidentiality obligations do not apply to information which:
Recipient already rightfully possesses when disclosed by Discloser;
Recipient independently develops; becomes publicly known other than by
breach of this Section; or Recipient rightfully receives from a third party
without the obligation of confidentiality.
(d) You acknowledge that we must comply with the information security standards
of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act (15 USC 6801, 6805(b)(1)) and the regulations
promulgated thereunder and with other statutory and regulatory requirements
as well as our internal information security program. You will reasonably
assist us in complying and conforming with our information protection
policies. We will inform you of our requirements in this regard.
17. KNOW YOUR CUSTOMER/ANTI-MONEY LAUNDERING: Upon request, you will
promptly provide us such documentation regarding your know your customer
and anti-money laundering policies and/or evidencing the identity of the
beneficial owners of Fund shares as is necessary to permit us, the Funds
and the Transfer Agent to comply with applicable "know your customer" and
anti-money laundering laws and regulations. You agree to monitor for
suspicious transactions and to assist us in monitoring for such
transactions upon our or the Funds' request. You further represent and
warrant that you: (i) have established policies and procedures designed to
prevent and detect money laundering and to meet applicable anti-money
laundering legal and regulatory requirements; (ii) have procedures to
ensure that none of your Customers holding Fund shares appear on or are
covered by any lists of prohibited persons, entities, and jurisdictions
maintained and administered by the U.S. Treasury Department's Office of
Foreign Assets Control ("OFAC"); (iii) have identified, will continue to
identify and will retain all documentation necessary to identify your
Customers and their sources of funds; and (iv) do not believe, have no
current reason to believe and will notify us immediately if you come to
have reason to believe that any of your Customers holding Fund shares
through you are engaged in money-laundering activities or are associated
with any terrorist or other individuals, entities or organizations
sanctioned by the United States or the jurisdictions in which you do
business, or appear on any lists of prohibited persons, entities, and
jurisdictions maintained and administered by OFAC.
18. INDEMNIFICATION: You shall indemnify and hold harmless us, each Fund,
the Transfer Agent, and our and their respective subsidiaries, affiliates,
officers, directors, trustees, agents and employees from all direct or
indirect liabilities, damages, losses, costs or expenses (including
attorneys' fees) arising from, related to or otherwise connected with (i)
any breach by you of any provision of this Agreement; (ii) any violation by
you of Applicable Law; or (iii) any actions or omissions by us, any Fund,
the Transfer Agent, and our and their subsidiaries, affiliates, officers,
directors, trustees, agents and employees made in reliance upon any
instructions believed to be genuine and to have been given on your behalf.
The provisions of this Section shall survive the termination of this
Agreement.
19. THIRD PARTY BENEFICIARIES: Each Fund is an intended third party
beneficiary of Section 3 of Schedule D of this Agreement. Each Fund and the
Transfer Agent are intended third party beneficiaries of Section 5(h) of
this Agreement. Each Fund, the Transfer Agent and their respective
subsidiaries, affiliates, officers, directors, trustees, agents and
employees are intended third party beneficiaries of Section 17 of this
Agreement. Any such intended third party beneficiary shall be treated as a
party to this Agreement solely to the extent necessary for such third party
beneficiary to enforce its rights under this Agreement.
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20. CLEARING SERVICES: If you provide brokerage clearing services to
financial intermediaries who wish to sell Fund shares ("Originating
Firms"), the terms of Schedule E shall apply.
21. NSCC: If you and we use the services of the NSCC, the terms of Schedule
F shall apply.
22. WRAP AND SIMILAR PROGRAMS: If you intend to offer and sell the Funds'
shares through a wrap or similar managed account, you shall be subject to a
separate supplement with us regarding the treatment of such account, which
shall be incorporated by reference into and considered a part of this
Agreement.
23. AMENDMENT AND TERMINATION OF AGREEMENT: From and after the Effective
Date, this Agreement shall cancel and supersede any and all prior similar
agreements or contracts relating to the distribution of the shares between
you and the Funds or their distributor. We reserve the right to amend or
assign (to the extent assignment is permitted under Applicable Law) this
Agreement at any time. You shall accept any amendment to or assignment of
this Agreement by us by placing an order after the date set forth in any
notice of amendment or assignment we send you. This Agreement shall
automatically terminate upon its assignment (as defined in the 1940 Act).
You shall provide us reasonable written notice of such an assignment.
Either party may terminate this Agreement upon reasonable written notice
and all obligations to make payments under this Agreement shall terminate
upon such termination. This Agreement also may be terminated automatically
and without payment of penalty with respect to a Fund by a vote of the
majority of the independent directors/trustees of the legal entity of which
the Fund is a series, or upon 60 days notice by a vote of the majority (as
defined in the ▇▇▇▇ ▇▇▇) of the Fund's outstanding shares.
24. NOTICES:
You will send any notice to us by first class mail, postage prepaid, or by
confirmed telefacsimile at:
Columbia Management Services, Inc.
Attn: Dealer File Department
▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇ ▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telefacsimile: (▇▇▇) ▇▇▇-▇▇▇▇
We or the Funds will send any notice to you by first class mail, postage
prepaid, or by confirmed telefacsimile to you at your address or
telefacsimile number as set forth below or such other address or
telefacsimile number as we may reasonably believe appropriate.
Firm:
-----------------------------------
Attn:
-----------------------------------
Address:
--------------------------------
Telephone:
------------------------------
Telefacsimile:
--------------------------
A party that changes its address or telefacsimile number shall promptly
notify the other party.
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25. USE OF TRADEMARKS, SERVICEMARKS AND FUND NAMES: We, our affiliates and
the Funds own certain registered trademarks, service marks and Fund names
(collectively, the "Logos"). If you wish to include Logos in your
promotional materials (collectively, "Sales Materials") or use a Logo as a
hyperlink from an Internet Web site you own and/or control, we grant you a
non-exclusive, non-transferable, royalty-free license to use the Logos in
Sales Materials and as a hyperlink, provided:
(a) You agree that we, our affiliates and the Funds own all rights, title and
interest in the Logos. You agree to do nothing inconsistent with our, our
affiliates' and the Funds' ownership of the Logos and not to contest or aid
anyone contesting any registration or application for registration of the
Logos by us, our affiliates and the Funds;
(b) You agree to use the Logos only in the form and manner we pre-approve. You
agree to use only those Logos as we may specify as hyperlinks. You shall
not use a Logo as a hyperlink in any manner that would imply that we, our
affiliates or the Funds endorse or recommend any of your products or
services.
(c) You agree to place all necessary and proper notices and legends on the
Sales Materials in order to protect our, our affiliates' and the Funds'
interests in the Logos including symbols indicating trademarks,
servicemarks and registered trademarks or servicemarks, as we request.
(d) You agree to notify us of any unauthorized use of the Logos by others
promptly after it comes to your attention and that we have the sole right
and discretion to commence actions or other proceedings for infringement,
unfair competition or the like involving the Logos. You shall cooperate in
any such proceedings if we request.
(e) The license granted shall terminate automatically upon our notice or upon
termination of this Agreement. In those events, you agree to cease using
all Logos in Sales Materials immediately and to destroy at your expense all
Sales Materials in your possession bearing the Logos. You also agree that
all rights in the Logos and in any connected goodwill shall remain our
property.
26. GOVERNING LAW/DISPUTE RESOLUTION:
(a) 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.
(b) It is agreed and understood that if you are a member of the NASD, to the
extent applicable the rules of the NASD will apply to resolution of
disputes between you and us. You further agree that if for any reason any
dispute under this Agreement is not subject to resolution through dispute
resolution procedures of the NASD and cannot be resolved through informal
discussion between you and us, the dispute will be submitted to mediation
administered by JAMS (Judicial Arbitration and Mediation Service) at the
JAMS office located in Boston, Massachusetts. Any such mediation will be
conducted with a JAMS mediator and under then-applicable JAMS rules and
procedures. You and we will share equally the fees of JAMS and the
mediator, but will bear your or our respective attorneys fees and other
expenses of participating in the mediation. If the dispute is not resolved
through informal discussion or mediation, you or we may file a lawsuit in
Massachusetts. You hereby consent to the jurisdiction of the state or
federal courts in the state of Massachusetts to adjudicate any such lawsuit
and to bring any such lawsuit only in a state or federal court in
Massachusetts. Further, you agree that trial of any such lawsuit will be
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conducted without a jury, that any and all issues of fact or law will be
determined by the court sitting without a jury, and that the court will
determine and enter the verdict in the trial of any such lawsuit. You waive
any right to trial by jury of any lawsuit involving any dispute under this
Agreement.
27. MISCELLANEOUS
(a) This Agreement is in all respects subject to the Conduct Rules of the NASD,
which shall control and override any provision to the contrary in this
Agreement. You acknowledge that this Agreement is subject to Applicable
Law, and has been entered into pursuant to Rule 12b-1 under the 1940 Act if
you sell shares for which a distribution plan has been adopted pursuant to
Rule 12b-1.
(b) If any of your accounts with us pursuant to this Agreement have a debit
balance, we may offset and recover the amount owed from any other account
you have with us or our affiliates, without notice or demand to you.
(c) The headings in this Agreement are for convenience only and are not to be
used in interpreting this Agreement.
(d) This is the entire agreement and understanding between us and you as to the
matters set forth herein. It shall be binding upon the parties when signed
by us and accepted by you.
(e) This Agreement may be executed in counterparts.
(f) The illegality, invalidity or unenforceability of any provision of this
Agreement under the law of any jurisdiction shall not affect its legality,
validity or enforceability under the law of any other jurisdiction nor the
legality, validity or enforceability of any other provision.
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COLUMBIA MANAGEMENT DISTRIBUTORS, INC.
By:
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Name:
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Title:
---------------------------------
Effective Date:
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You accept this invitation and agree to abide by the foregoing terms and
conditions.
Firm name:
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By:
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Name:
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Title:
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Please execute this Agreement in duplicate
and return both copies to us.
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SCHEDULE A
FUND FAMILIES:
Columbia Funds
Nations Funds
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SCHEDULE B
Additional terms for registered broker-dealers:
1. You represent that you are a member in good standing of the NASD, will
comply with the NASD Conduct Rules and are qualified to act as a
broker-dealer in each state or other jurisdiction in which you transact
business, and agree to maintain such registrations, qualifications and
membership in good standing in full force and effect throughout the term of
this Agreement.
2. You agree that this Agreement shall automatically terminate without notice
if:
(a) an application for a protective decree under the provisions of the
Securities Investor Protection Act of 1970 has been filed against you;
(b) the SEC revokes or suspends your registration as a broker-dealer;
(c) any national securities exchange or national securities association
revokes or suspends your membership; or
(d) under any applicable net capital rule of the SEC or any national
securities exchange, your aggregate indebtedness exceeds 1,000% of
your net capital.
You agree that you shall notify us immediately of any such proceeding,
application, revocation, suspension or indebtedness level.
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SCHEDULE C
Additional terms for entities that are not registered broker-dealers.
1. You represent and warrant that you are exempt from registration as a
broker-dealer under the U.S. federal securities laws, and that you will
conduct your activities hereunder and otherwise in a manner so as to remain
exempt from such registration and in compliance with all laws and
regulations that are now applicable, or which may become applicable, to you
and your activities hereunder.
2. You represent and warrant that you are exempt from being required to
register or qualify to act as a broker or dealer in the states or other
jurisdictions where you transact business. If such exemption becomes no
longer available to you, you agree to immediately become registered or
qualified to act in such capacity in those jurisdictions where such
exemption is no longer available.
3. You agree that this Agreement will terminate without notice if any court or
regulatory authority with jurisdiction determines that you are acting as a
broker, dealer or similar entity on an unregistered basis in violation of
Applicable Law. You agree that you shall notify us immediately of any such
determination.
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SCHEDULE D
This Schedule D comprises the agreement pursuant to which you may be compensated
for providing administrative support services to your Customers who may from
time to time beneficially own shares in one or more of the Funds that have a
Board approved shareholder servicing plan. To the extent that any terms of this
Schedule D conflict with any other terms of the Agreement, the terms of this
Schedule D shall prevail as to the subject matter hereof.
1. PROVISION OF SHAREHOLDER SERVICES
(a) You agree to provide personal services to your Customers who are
investors in the Funds and/or maintain shareholder accounts, all to
the extent you are permitted to do so under Applicable Law.
(b) You shall perform all such services in a professional, competent and
timely manner.
(c) You will provide such office space and equipment, telephone 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 support services contemplated hereby. You and your
employees will, upon request, be available during normal business
hours to consult with us or our designees concerning the performance
of your responsibilities under this Agreement.
(d) You represent, warrant and agree that the services described in
Section 1(a) of this Schedule D are primarily intended to provide
administrative support to your Customers who own shares of the Funds,
not to sell shares issued by the Funds.
2. STATUS OF SERVICING AGENT: For all purposes of this Agreement you will be
deemed to be an independent servicing agent, and will have no authority to act
as agent for us or the Funds in any other capacity, except as expressly provided
herein.
3. INDEMNIFICATION
By your written acceptance of this Agreement, you agree to and do release,
indemnify and hold us and the Funds harmless from and against any and all direct
or indirect liabilities or losses resulting from requests, directions, actions
or inactions of or by you or your officers, employees or agents regarding your
responsibilities hereunder for the purchase, redemption, transfer or
registration of the Funds' shares (or orders relating to the same) by or on
behalf of Customers.
4. COMPENSATION
(a) In consideration of the services and facilities provided by you
hereunder, we or the Funds may pay to you a periodic fee based upon a
percentage of the average daily net asset value of the Fund shares
attributable to you up to the maximum fee disclosed in the prospectus
as full payment for your services. The fee rate payable to you may be
prospectively increased or decreased by the Fund, in their sole
discretion, at any time upon notice to you.
(b) Compensation payable under this Schedule D is subject to, among other
things, the NASD Conduct Rules governing receipt by NASD members of
service fees from
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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.
5. REPORTS
You agree to furnish us and the Funds with such information as we or they may
reasonably request (including, without limitation, periodic certifications
confirming the provision to Customers of the services described herein), and
will otherwise cooperate with us and the Funds (including, without limitation,
any auditors or legal counsel designated by us or the Funds), in connection with
the preparation of reports to our Board(s) of Directors/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 Applicable Law.
6. AGREEMENT NOT EXCLUSIVE
We or the Funds may enter into other similar agreements with any other person or
persons without your consent.
7. EFFECTIVENESS AND TERMINATION
(a) The Agreement, including this Schedule D, shall cancel and supersede
any and all prior Shareholder Servicing Agreements or similar
agreements or contracts relating to the provision of similar support
services between you and us or the Funds.
(b) Notwithstanding any other provision of the Agreement, this Schedule D
is terminable with respect to any series of Shares, without penalty,
at any time by the Funds (which termination may be by a vote of a
majority of the Directors/Trustees who are not interested persons, as
that term is defined in the 1940 Act, of the applicable legal entity
for the series of shares, as appropriate) or by you upon written
notice to us and the Funds.
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SCHEDULE E
CLEARING SERVICES
You represent that you and each such Originating Firm are parties to a clearing
agreement which conforms to the requirements of Rule 3230 of the NASD Conduct
Rules or, as applicable, the rules of a national securities exchange. In
addition, you agree that (a) you are responsible for ensuring that Fund shares
are offered and sold by Originating Firms in compliance with all terms and
conditions of this Agreement and the Prospectus as if you had conducted such
offers and sales yourself and (b) your agreements with each Originating Firm
will comply with all arrangements of Regulation S-P of the U.S. Securities and
Exchange Commission ("SEC") and will require each Originating Firm to adopt
policies and procedures that address suitable safeguards for the protection of
consumer records and information.
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SCHEDULE F
1. You may settle Fund share redemptions via NSCC Fund/Serv and without a
guaranteed endorsement provided: (a) the wire order redemption request is
placed through NSCC Fund/Serv and (b) in the case of certificated shares,
the appropriate certificate(s) are received as settlement and the reverse
of such certificate(s) is not completed or signed in a manner deemed
inconsistent by us or the Transfer Agent.
2. If we agree to participate in the NSCC "Networking" program with you, you
and we may execute a separate agreement provided that, to the extent that
any terms of this Agreement conflict with the terms of such separate
agreement, the terms of this Agreement shall prevail. We agree that you may
act through the Transfer Agent, the Networking channels and Fund/Serv
without supporting documentation from your Customers (including customers
of Originating Firms if you are a clearing broker), provided:
(a) You provide all necessary, requested, updating and reconciling
information to ensure the accuracy of records and to enable the
Transfer Agent to maintain an accurate cross-reference file between
Customer records and the Fund account records, which shall remain the
official records of all Fund shareholder accounts. You agree that the
Transfer Agent will not be responsible for changes to the file until a
reasonable time after receipt.
(b) You promptly will provide us with all applicable information regarding
adverse claims, governmental and legal inquiries and correspondence.
(c) You will report to your Customers all information the Funds must
report on shareholder confirmations or otherwise under any Applicable
Law or the terms of the Prospectus or which we, the Transfer Agent or
the Funds provide you. Such reporting shall be complete, accurate and
timely.
(d) You will ensure that cash distributions are accurately paid to your
Customer at the time specified by the Fund and you shall be solely
responsible for any liabilities arising from payments reported by
Customers as lost, stolen or forged.
3. You further agree: that if you are acting as a clearing broker, you have
obtained the prior written consent of each Originating Firm to all terms of
this Schedule and the separate agreement and that all actions taken will be
approved in advance by the applicable Originating Firm; to perform all
duties, functions or responsibilities described herein and in any
associated Networking Agreement in a businesslike and competent manner;
that you or the Originating Firm has the prior sufficient consent of each
Customer whose account is to be placed in or transferred to a Networking
account, having first informed each Customer in writing of all related
material facts; that all your instructions and actions regarding Networked
accounts will be accurate, complete and in the appropriate format; that you
will be deemed to guarantee in proper order of your Customer's signature
and the taking of any action as to which the Transfer Agent normally
requires a signature guarantee; that you will obtain and maintain, and
provide upon request, all documents or information for each Networking
account required by Applicable Law; that you will maintain adequate
insurance coverage for your obligations hereunder and provide us upon
request with an appropriate certificate of insurance; and that you will
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perform all federal, state and local tax reporting with respect to
transactions in shares through the NSCC Fund/Serv program.
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