UNDERWRITING AGREEMENT BETWEEN
▇▇▇▇▇ ▇▇▇ INCOME TRUST
▇▇▇▇▇ ▇▇▇ INVESTMENT TRUST
▇▇▇▇▇ ▇▇▇ MUNICIPAL TRUST
▇▇▇▇▇ ▇▇▇ TRUST
▇▇▇▇▇ ▇▇▇ INSTITUTIONAL TRUST
AND LIBERTY FINANCIAL INVESTMENTS, INC.
THIS UNDERWRITING AGREEMENT ("Agreement"), made as of the 1st
day of January 1998 by and between ▇▇▇▇▇ ▇▇▇ Income Trust, ▇▇▇▇▇
▇▇▇ Investment Trust, ▇▇▇▇▇ ▇▇▇ Municipal Trust, ▇▇▇▇▇ ▇▇▇ Trust
and ▇▇▇▇▇ ▇▇▇ Institutional Trust, each a business trust organized
and existing under the laws of the Commonwealth of Massachusetts
(hereinafter collectively referred to as the "Fund"), and Liberty
Financial Investments, Inc., a corporation organized and existing
under the laws of the State of Delaware (hereinafter call the
"Distributor").
WITNESSETH:
WHEREAS, the Fund is engaged in business as an open-end
management investment company registered under the Investment
Company Act of 1940, as amended ("ICA-40"); and
WHEREAS, the Distributor is registered as a broker-dealer
under the Securities Exchange Act of 1934, as amended ("SEA-34")
and, the laws of each state (including the District of Columbia
and Puerto Rico) in which it engages in business to the extent
such law requires, and is a member of the National Association of
Securities Dealers ("NASD") (such registrations and membership are
referred to collectively as the "Registrations"); and
WHEREAS, the Fund desires the Distributor to act as the
distributor in the public offering of its shares of beneficial
interest (hereinafter called "Shares");
WHEREAS, the Fund shall pay all charges of its transfer,
shareholder recordkeeping, dividend disbursing and redemption
agents, if any; all expenses of notices, proxy solicitation
material and reports to shareholders; all expenses of preparation
and printing of annual or more frequent revisions of the Fund's
Prospectus and Statement of Additional Information and of
supplying copies thereof to shareholders; all expenses of
registering and maintaining the registration of the Fund under
ICA-40 and of the Fund's Shares under the Securities Act of 1933,
as amended ("SA-33"); all expenses of qualifying and maintaining
qualification of such Fund and of the Fund's Shares for sale under
securities laws of various states or other jurisdictions and of
registration and qualification of the Fund under all laws
applicable to the Fund or its business activities;
WHEREAS, ▇▇▇▇▇ ▇▇▇ & ▇▇▇▇▇▇▇ Incorporated, investment adviser
to the Funds, shall pay all expenses incurred in the sale and
promotion of the Fund;
NOW, THEREFORE, in consideration of the premises and the
mutual promises hereinafter set forth, the parties hereto agree as
follows:
1. Appointment. The Fund appoints Distributor to act as
principal underwriter (as such term is defined in Sections
2(a)(29) of ICA-40) of its Shares.
2. Delivery of Fund Documents. The Fund has furnished
Distributor with properly certified or authenticated copies of
each of the following in effect on the date hereof and shall
furnish Distributor from time to time properly certified or
authenticated copies of all amendments or supplements thereto:
(a) Agreement and Declaration of Trust;
(b) By-Laws;
(c) Resolutions of the Board of Trustees of the Fund
(hereinafter referred to as the "Board") selecting
Distributor as distributor and approving this form of
agreement and authorizing its execution.
The Fund shall furnish Distributor promptly with copies of
any registration statements filed by it with the Securities and
Exchange Commission ("SEC") under SA-33 or ICA-40, together with
any financial statements and exhibits included therein, and all
amendments or supplements thereto hereafter filed.
The Fund also shall furnish Distributor such other
certificates or documents which Distributor may from time to time,
in its discretion, reasonably deem necessary or appropriate in the
proper performance of its duties.
3. Solicitation of Orders for Purchase of Shares.
(a) Subject to the provisions of Paragraphs 4, 5 and 7
hereof, and to such minimum purchase requirements as may from time
to time be indicated in the Fund's Prospectus, Distributor is
authorized to solicit, as agent on behalf of the Fund,
unconditional orders for purchases of the Fund's Shares authorized
for issuance and registered under SA-33, provided that:
(1) Distributor shall act solely as a disclosed agent on
behalf of and for the account of the Fund;
(2) In all cases except for orders transmitted through the
FundSERV/NSCC system, the Fund or its transfer agent
shall receive directly from investors all payments for
the purchase of the Fund's Shares and also shall pay
directly to shareholders amounts due to them for the
redemption or repurchase of all the Fund's Shares with
Distributor having no rights or duties to accept such
payment or to effect such redemptions or repurchases;
(3) The Distributor shall receive directly from financial
intermediaries which trade through the FundSERV/NSCC
system all payments for the purchase of the Fund's
Shares and shall also cause to be paid directly to such
intermediaries amounts due to them for the redemption
or repurchase of all the Fund's Shares. The
Distributor shall be acting as the Fund's agent in
accepting payment for the orders and not be acting in a
principal capacity.
(4) Distributor shall confirm all orders received for
purchase of the Fund's Shares which confirmation shall
clearly state (i) that Distributor is acting as agent
of the Fund in the transaction (ii) that all
certificates for redemption, remittances, and
registration instructions should be sent directly to
the Fund, and (iii) the Fund's mailing address;
(5) Distributor shall have no liability for payment for
purchases of the Fund's Shares it sells as agent; and
(5) Each order to purchase Shares of the Fund received by
Distributor shall be subject to acceptance by an
officer of the Fund in Chicago and entry of the order
on the Fund's records or shareholder accounts and is
not binding until so accepted and entered.
The purchase price to the public of the Fund's Shares shall
be the public offering price as defined in Paragraph 6 hereof.
(b) In consideration of the rights granted to the Distributor
under this Agreement, Distributor will use its best
efforts (but only in states in which Distributor may
lawfully do so) to solicit from investors unconditional
orders to purchase Shares of the Fund. The Fund shall
make available to the Distributor without cost to the
Distributor such number of copies of the Fund's currently
effective Prospectus and Statement of Additional
Information and copies of all information, financial
statements and other papers which the Distributor may
reasonably request for use in connection with the
distribution of Shares.
3.A. Selling Agreements. Distributor is authorized, as
agent on behalf of each Fund, to enter into agreements with other
broker-dealers providing for the solicitation of unconditional
orders for purchases of Fund's Shares authorized for issuance and
registered under SA-33. All such agreements shall be either in
the form of agreement attached hereto or in such other form as may
be approved by the officers of the Fund ("Selling Agreement").
All solicitations made by other broker-dealers pursuant to a
Selling Agreement shall be subject to the same terms of this
Agreement which apply to solicitations made by Distributor.
4. Solicitation of Orders to Purchase Shares by Fund. The
rights granted to the Distributor shall be non-exclusive in that
the Fund reserves the right to solicit purchases from, and sell
its Shares to, investors. Further, the Fund reserves the right to
issue Shares in connection with the merger or consolidation of any
other investment company, trust or personal holding company with
the Fund, or the Fund's acquisition, by the purchase or otherwise,
of all or substantially all of the assets of an investment
company, trust or personal holding company, or substantially all
of the outstanding shares or interests of any such entity. Any
right granted to Distributor to solicit purchases of Shares will
not apply to Shares that may be offered by the Fund to
shareholders by virtue of their being shareholders of the Fund.
5. Shares Covered by this Agreement. This Agreement relates
to the solicitation of orders to purchase Shares that are duly
authorized and registered and available for sale by the Fund,
including redeemed or repurchased Shares if and to the extent that
they may be legally sold and if, but only if, the Fund authorizes
the Distributor to sell them.
6. Public Offering Price. All solicitations by the
Distributor pursuant to this Agreement shall be for orders to
purchase Shares of the Fund at the public offering price. The
public offering price for each accepted subscription for the
Fund's Shares will be the net asset value per share next
determined by the Fund after it accepts such subscription. The
net asset value per share shall be determined in the manner
provided in the Fund's Agreement and Declaration of Trust as now
in effect or as they may be amended, and as reflected in the
Fund's then current Prospectus and Statement of Additional
Information.
7. Suspension of Sales. If and whenever the determination
of the Fund's net asset value is suspended and until such
suspension is terminated, no further orders for Shares shall be
accepted by the Fund except such unconditional orders placed with
the Fund and accepted by it before the suspension. In addition,
the Fund reserves the right to suspend sales of Shares if, in the
judgement of the Board of the Fund, it is in the best interest of
the Fund to do so, such suspension to continue for such period as
may be determined by the Board of the Fund; and in that event, (i)
at the direction of the Fund, Distributor shall suspend its
solicitation of orders to purchase Shares of the Fund until
otherwise instructed by the Fund and (ii) no orders to purchase
Shares shall be accepted by the Fund while such suspension remains
in effect unless otherwise directed by its Board.
8. Authorized Representations. No Fund is authorized by the
Distributor to give on behalf of the Distributor any information
or to make any representations other than the information and
representations contained in the Fund's registration statement
filed with the SEC under SA-33 and/or ICA-40 as it may be amended
from time to time.
Distributor is not authorized by the Fund to give on behalf
of the Fund any information or to make any representations in
connection with the sale of Shares other than the information and
representations contained in the Fund's registration statement
filed with the SEC under SA-33 and/or ICA-40, covering Shares, as
such registration statement or the Fund's prospectus may be
amended or supplemented from time to time, or contained in
shareholder reports or other material that may be prepared by or
on behalf of the Fund or approved by the Fund for the
Distributor's use. No person other than Distributor is authorized
to act as principal underwriter (as such term is defined in ICA-
40, as amended) for the Funds.
9. Registration of Additional Shares. The Fund hereby
agrees to register either (i) an indefinite number of Shares
pursuant to Rule 24f-2 under ICA-40, or (ii) a definite number of
Shares as the Fund shall deem advisable pursuant to Rule 24e-2
under ICA-40, as amended. The Fund will, in cooperation with the
Distributor, take such action as may be necessary from time to
time to qualify the Shares (so registered or otherwise qualified
for sale under SA-33), in any state mutually agreeable to the
Distributor and the Fund, and to maintain such qualification;
provided, however, that nothing herein shall be deemed to prevent
the Fund from registering its shares without approval of the
Distributor in any state it deems appropriate.
10. Conformity With Law. Distributor agrees that in
soliciting orders to purchase Shares it shall duly conform in all
respects with applicable federal and state laws and the rules and
regulations of the NASD. Distributor will use its best efforts to
maintain its Registrations in good standing during the term of
this Agreement and will promptly notify the Fund and ▇▇▇▇▇ ▇▇▇ &
▇▇▇▇▇▇▇ Incorporated in the event of the suspension or termination
of any of the Registrations.
11. Independent Contractor. Distributor shall be an
independent contractor and neither the Distributor, nor any of its
officers, directors, employees, or representatives is or shall be
an employee of the Fund in the performance of Distributor's duties
hereunder. Distributor shall be responsible for its own conduct
and the employment, control, and conduct of its agents and
employees and for injury to such agents or employees or to others
through its agents and employees and agrees to pay all employee
taxes thereunder.
12. Indemnification. Distributor agrees to indemnify and
hold harmless the Fund and each of the members of its Board and
its officers, employees and representatives and each person, if
any, who controls the Fund within the meaning of Section 15 of SA-
33 against any and all losses, liabilities, damages, claims and
expenses (including the reasonable costs of investigating or
defending any alleged loss, liability, damage, claim or expense
and reasonable legal counsel fees incurred in connection
therewith) to which the Fund or such of the members of its Board
and of its officers, employees, representatives, or controlling
person or persons may become subject under SA-33, under any other
statute, at common law, or otherwise, arising out of the
acquisition of any Shares of the Fund by any person which (i) may
be based upon any wrongful act by Distributor or any of
Distributor's directors, officers, employees or representatives,
or (ii) may be based upon any untrue statement or alleged untrue
statement of a material fact contained in a registration
statement, Prospectus, Statement of Additional Information,
shareholder report or other information covering Shares of the
Fund filed or made public by the Fund or any amendment thereof or
supplement thereto or the omission or alleged omission to state
therein a material fact required to be stated therein or necessary
to make the statements therein not misleading if such statement or
omission was made in reliance upon information furnished to the
Fund by Distributor in writing. In no case (i) is Distributor's
indemnity in favor of the Fund, or any person indemnified, to be
deemed to protect the Fund or such indemnified person against any
liability to which the Fund or such person would otherwise be
subject by reason of willful misfeasance, bad faith, or negligence
in the performance of its or his duties or by reason of its or his
reckless disregard of its or his obligations and duties under this
Agreement or (ii) is Distributor to be liable under its indemnity
agreement contained in this paragraph with respect to any claim
made against the Fund or any person indemnified unless the Fund or
such person, as the case may be, shall have notified Distributor
in writing of the claim within a reasonable time after the
summons, or other first written notification, giving information
of the nature of the claim served upon the Fund or upon such
person (or after the Fund or such person shall have received
notice of such service on any designated agent). However, failure
to notify Distributor of any such claim shall not relieve
Distributor from any liability which Distributor may have to the
Fund or any person against whom such action is brought otherwise
than on account of Distributor's indemnity agreement contained in
this Paragraph.
Distributor shall be entitled to participate, at its own
expense, in the defense, or, if Distributor so elects, to assume
the defense of any suit brought to enforce any such claim but, if
Distributor elects to assume the defense, such defense shall be
conducted by legal counsel chosen by Distributor and satisfactory
to the persons indemnified who are defendants in the suit. In the
event that Distributor elects to assume the defense of any such
suit and retain such legal counsel, persons indemnified who are
defendants in the suit shall bear the fees and expenses of any
additional legal counsel retained by them. If Distributor does
not elect to assume the defense of any such suit, Distributor will
reimburse persons indemnified who are defendants in such suit for
the reasonable fees of any legal counsel retained by them in such
litigation.
The Fund agrees to indemnify and hold harmless Distributor
and each of its directors, officers, employees, and
representatives and each person, if any, who controls Distributor
within the meaning of Section 15 of SA-33 against any and all
losses, liabilities, damages, claims or expenses (including the
damage, claim or expense and reasonable legal counsel fees
incurred in connection therewith) to which Distributor or such of
its directors, officers, employees, representatives or controlling
person or persons may become subject under SA-33, under any other
statute, at common law, or otherwise arising out of the
acquisition of any Shares by any person which (i) may be based
upon any wrongful act by the Fund or any of the members of the
Fund's Board, or the Fund's officers, employees or representatives
other than Distributor, or (ii) may be based upon any untrue
statement or alleged untrue statement of a material fact contained
in a registration statement, Prospectus, Statement of Additional
Information, shareholder report or other information covering
Shares filed or made public by the Fund or any amendment thereof
or supplement thereto, or the omission or alleged omission to
state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading unless
such statement or omission was made in reliance upon information
furnished by Distributor to the Fund. In no case (i) is the
Fund's indemnity in favor of the Distributor or any person
indemnified to be deemed to protect the Distributor or such
indemnified person against any liability to which Distributor or
such indemnified person would otherwise be subject by reason of
willful misfeasance, bad faith, or negligence in the performance
of its or his duties or by reason of its or his reckless disregard
of its or his obligations and duties under this Agreement, or (ii)
is the Fund to be liable under its indemnity agreement contained
in this Paragraph with respect to any claim made against
Distributor or any person indemnified unless Distributor, or such
person, as the case may be, shall have notified the Fund in
writing of the claim within a reasonable time after the summons,
or other first written notification, giving information of the
nature of the claim served upon Distributor or upon such person
(or after Distributor or such person shall have received notice of
such service on any designated agent). However, failure to notify
a Fund of any such claim shall not relieve the Fund from any
liability which the Fund may have to Distributor or any person
against whom such action is brought otherwise than on account of
the Fund's indemnity agreement contained in this Paragraph.
The Fund shall be entitled to participate, at its own
expense, in the defense or, if the Fund so elects, to assume the
defense of any suit brought to enforce such claim but, if the Fund
elects to assume the defense, such defense shall be conducted by
legal counsel chosen by the Fund and satisfactory to the persons
indemnified who are defendants in the suit. In the event that the
Fund elects to assume the defense of any such suit and retain such
legal counsel, the persons indemnified who are defendants in the
suit shall bear the fees and expenses of any additional legal
counsel retained by them. If the Fund does not elect to assume
the defense of any such suit, the Fund will reimburse the persons
indemnified who are defendants in such suit for the reasonable
fees and expenses of any legal counsel retained by them in such
litigation.
13. Duration and Termination of this Agreement. With
respect to the Fund and the Distributor, this Agreement shall
become effective upon its execution ("Effective Date") and unless
terminated as provided herein, shall remain in effect through June
30, 1998, and from year to year thereafter, but only so long as
such continuance is specifically approved at least annually (a) by
a vote of majority of the members of the Board of the Fund who are
not interested persons of the Distributor or of the Fund, voting
in person at a meeting called for the purpose of voting on such
approval, and (b) by the vote of either the Board of the Fund or a
majority of the outstanding shares of the Fund. This Agreement
may be terminated by and between an individual Fund and
Distributor at any time, without the payment of any penalty (a) on
60 days' written notice, by the Board of the Fund or by a vote of
a majority of the outstanding Shares of the Fund, or by
Distributor, or (b) immediately, on written notice by the Board of
the Fund, in the event of termination or suspension of any of the
Registrations. This Agreement will automatically terminate in the
event of its assignment. In interpreting the provisions of this
Paragraph 13, the definitions contained in Section 2(a) of ICA-40
(particularly the definitions of "interested person",
"assignment", and "majority of the outstanding shares") shall be
applied.
14. Amendment of this Agreement. No provision of this
Agreement may be changed, waived, discharged, or terminated
orally, but only by an instrument in writing signed by each party
against which enforcement of the change, waiver, discharge, or
termination is sought. If the Fund should at any time deem it
necessary or advisable in the best interests of the Fund that any
amendment of this Agreement be made in order to comply with the
recommendations or requirements of the SEC or any other
governmental authority or to obtain any advantage under state or
Federal tax laws and notifies Distributor of the form of such
amendment, and the reasons therefor, and if Distributor should
decline to assent to such amendment, the Fund may terminate this
Agreement forthwith. If Distributor should at any time request
that a change be made in the Fund's Agreement and Declaration of
Trust or By-Laws or in its methods of doing business, in order to
comply with any requirements of Federal law or regulations of the
SEC, or of a national securities association of which Distributor
is or may be a member, relating to the sale of Shares, and the
Fund should not make such necessary changes within a reasonable
time, Distributor may terminate this Agreement forthwith.
15. Liability. It is understood and expressly stipulated
that neither the shareholders of the Fund nor the members of the
Board of the Fund shall be personally liable hereunder. The
obligations of the Fund are not personally binding upon, nor shall
resort to the private property of, any of the members of the Board
of the Fund, nor of the shareholders, officers, employees or
agents of the Fund, but only the Fund's property shall be bound.
A copy of the Declaration of Trust and of each amendment thereto
has been filed by the Trust with the Secretary of State of The
Commonwealth of Massachusetts and with the Clerk of the City of
Boston, as well as any other governmental office where such filing
may from time to time be required.
16. Miscellaneous. The captions in this Agreement are
included for convenience or reference only, and in no way define
or limit any of the provisions hereof or otherwise affect their
construction or effect. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one
and the same instrument.
17. Notice. Any notice required or permitted to be given by
a party to this Agreement or to any other party hereunder shall be
deemed sufficient if delivered in person or sent by registered or
certified mail, postage prepaid, addressed by the party giving
notice to each such other party at the address provided below or
to the last address furnished by each such other party to the
party giving notice.
If to the Fund: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Secretary
If to Distributor: ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Secretary
If to ▇▇▇▇▇ ▇▇▇ & Farnham
Incorporated: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Secretary
LIBERTY FINANCIAL INVESTMENTS, INC.
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
ATTEST:
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Assistant Clerk
▇▇▇▇▇ ▇▇▇ INCOME TRUST
▇▇▇▇▇ ▇▇▇ INVESTMENT TRUST
▇▇▇▇▇ ▇▇▇ MUNICIPAL TRUST
▇▇▇▇▇ ▇▇▇ TRUST
▇▇▇▇▇ ▇▇▇ INSTITUTIONAL TRUST
By: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
ATTEST:
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Assistant Secretary
ACKNOWLEDGED BY: ▇▇▇▇▇ ▇▇▇ & ▇▇▇▇▇▇▇ INCORPORATED
By: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chief Executive Officer
ATTEST:
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Assistant Secretary
Revised Exhibit A to Underwriting Agreement
Between ▇▇▇▇▇ ▇▇▇ Investment Trust, ▇▇▇▇▇ ▇▇▇ Income
Trust, ▇▇▇▇▇ ▇▇▇ Municipal Trust, ▇▇▇▇▇ ▇▇▇ Trust and
▇▇▇▇▇ ▇▇▇ Institutional Trust and
Liberty Funds Distributor Inc. (f/k/a Liberty
Financial Investments, Inc.)
▇▇▇▇▇ ▇▇▇ INSTITUTIONAL TRUST
▇▇▇▇▇ ▇▇▇ TRUST
▇▇▇▇▇ ▇▇▇ Institutional Client High Yield Fund
Dated: August 4,1999
▇▇▇▇▇ ▇▇▇ TRUST
▇▇▇▇▇ ▇▇▇ INSTITUTIONAL TRUST
By: ________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
President
Attest:
_______________________
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Assistant Secretary
LIBERTY FUNDS DISTRIBUTOR, INC.
By: _________________________________
Name:
Title:
Attest:
_____________________________
Name:
Title:
Date _____________
LIBERTY FINANCIAL INVESTMENTS, INC.
▇▇▇▇▇ ▇▇▇ ____ FUND
SELLING AGREEMENT
Dear Sirs:
As the principal underwriter of ▇▇▇▇▇ ▇▇▇ ____ Fund (the
"Fund"), a series of ▇▇▇▇▇ ▇▇▇ _____ Trust (the "Trust"), a
Massachusetts business trust registered under the Investment
Company Act of 1940 as an open-end investment company, we invite
you as agent for your customer to participate in the distribution
of shares of beneficial interest in the Fund ("Shares"), subject
to the following terms and conditions:
1. We hereby grant to you the right to make Shares available
to, and to solicit orders to purchase Shares by, the public,
subject to applicable federal and state law, the Agreement and
Declaration of Trust and By-laws of the Trust, and the current
Prospectus and Statement of Additional Information relating to the
Fund attached hereto (the "Prospectus"). You will forward to us
or to the Trust's transfer agent, as we may direct from time to
time, all orders for the purchase of Shares obtained by you,
subject to such terms and conditions as to the form of payment,
minimum initial and subsequent purchase and otherwise, and in
accordance with such procedures and directions, as we may specify
from time to time. All orders are subject to acceptance by an
authorized officer of the Trust in Chicago and the Trust reserves
the right in its sole discretion to reject any order. Share
purchases are not binding on the Trust until accepted and entered
on the books of the Fund. No Share purchase shall be effective
until payment is received by the Trust in the form of Federal
funds. If a Share purchase by check is cancelled because the
check does not clear, you will be responsible for any loss to the
Fund or to us resulting therefrom.
2. The public offering price of the Shares shall be the net
asset value per share of the outstanding Shares determined in
accordance with the then current Prospectus. No sales charge
shall apply.
3. As used in this Agreement, the term "Registration
Statement" with regard to the Fund shall mean the Registration
Statement most recently filed by the Trust with the Securities and
Exchange Commission and effective under the Securities Act of
1933, as such Registration Statement is amended by any amendments
thereto at the time in effect, and the terms "prospectus" and
"statement of additional information" with regard to the Fund
shall mean the form of prospectus and statement of additional
information relating to the Fund as attached hereto filed by the
Trust as part of the Registration Statement, as such form of
prospectus and statement of additional information may be amended
or supplemented from time to time.
4. You hereby represent that you are and will remain during
the term of this Agreement duly registered as a broker-dealer
under the Securities Exchange Act of 1934 and under the securities
laws of each state where your activities require such
registration, and that you are and will remain during the term of
this Agreement a member in good standing of the National
Association of Securities Dealers, Inc. ("NASD"). In the conduct
of your activities hereunder, you will abide by all applicable
rules and regulations of the NASD, including, without limitation,
Rule 26 of the Rules of Fair Practice of the NASD as in effect
form time to time, and all applicable federal and state securities
laws, including without limitation, the prospectus delivery
requirements of the Securities Act of 1933.
5. This Agreement is subject to the right of the Trust at
any time to withdraw all offerings of the Shares by written notice
to us at our principal office. You acknowledge that the Trust
will not issue certificates representing Shares.
6. Your obligations under this Agreement are not to be
deemed exclusive, and you shall be free to render similar services
to others so long as your services hereunder are not impaired
thereby.
7. You will sell Shares only to residents of states or other
jurisdictions where we have notified you that the Shares have been
registered or qualified for sale to the public or are exempt from
such qualification or registration. Neither we nor the Trust will
have any obligation to register or qualify the Shares in any
particular jurisdiction. We shall not be liable or responsible
for the issue, form validity, enforceability or value of the
Shares or for any matter in connection therewith, except lack of
good faith on our part, and no obligation not expressly assumed by
us in this Agreement shall be implied therefrom. Nothing herein
contained, however, shall be deemed to be a condition, stipulation
or provision binding any person acquiring any Shares to waive
compliance with any provision of the Securities Act of 1933, or to
relieve the parties hereto from any liability arising thereunder.
8. You are not authorized to make any representations
concerning the Fund, the Trust or the Shares except those
contained in the then current prospectus and statement of
additional information relating to the Fund, or printed
information issued by the Trust or by us as information
supplemental to such prospectus and statement of additional
information. We will supply you with a reasonable number of
copies of the then current prospectus and statement of additional
information of the Fund, and reasonable quantities of any
supplemental sales literature, sales bulletins, and additional
information as may be issued by us or the Trust. You will not use
any advertising or sales material relating to the Fund other than
materials supplied by the Trust or us, unless such other material
is approved in writing by us in advance of such use.
9. You will not have any authority to act as agent for the
Trust, for us or for any other dealer. All transactions between
you and us contemplated by this Agreement shall be as agents.
10. Either party to this Agreement may terminate this
Agreement by giving written notice to the other. Such notice
shall be deemed to have been given on the date on which it is
either delivered personally to the other party, is mailed postpaid
or delivered by telecopier to the other party at its address
listed below. This Agreement may be amended by us at any time,
and your placing of an order after the effective date of any such
amendment shall constitute your acceptance thereof.
Liberty Financial Investments, Inc. Dealer
One Financial Center ________________
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ________________
Attention: ________________ ________________
Telecopier: _______________
with copy to:
▇▇▇▇▇ ▇▇▇ _____ Trust
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Secretary
Telecopier: ________
11. This Agreement constitutes the entire agreement between
you and us relating to the subject matter hereof and supersedes
all prior or written agreements between us. This Agreement shall
be construed in accordance with the laws of the Commonwealth of
Massachusetts and shall be binding upon both parties hereto when
signed by us and accepted by you in the space provided below.
Very truly yours,
LIBERTY FINANCIAL INVESTMENTS, INC.
BY: ____________________
The undersigned hereby accepts your invitation to participate
in the distribution of Shares and agrees to each of the terms and
conditions set forth in this letter.
___________________________
Dealer
Date: ___________________ By: _______________________
(Signature of Officer)
Pay Office of Dealer:
__________________________ ___________________________
Street Address (Print Name of Officer)
__________________________
City/State/Zip
__________________________
Telephone Number
AMENDMENT TO UNDERWRITING AGREEMENT
This Amendment dated as of August 4,1999, amends the
underwriting agreement dated January 1, 1998, as amended (the
"Agreement"), by and between ▇▇▇▇▇ ▇▇▇ Income Trust, ▇▇▇▇▇ ▇▇▇
Investment Trust, ▇▇▇▇▇ ▇▇▇ Municipal Trust, ▇▇▇▇▇ ▇▇▇ Trust and
▇▇▇▇▇ ▇▇▇ Institutional Trust, each a business trust organized and
existing under the laws of the Commonwealth of Massachusetts
(hereinafter collectively referred to as the "Fund"), and Liberty
Funds Distributor, Inc.(formerly known as Liberty Financial
Investments, Inc.), a corporation organized and existing under the
laws of the State of Delaware (hereinafter call the
"Distributor").
The Agreement is hereby amended to remove ▇▇▇▇▇ ▇▇▇ Income
Trust, ▇▇▇▇▇ ▇▇▇ Investment Trust, and ▇▇▇▇▇ ▇▇▇ Municipal Trust
as parties to the Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and sealed as of the date first
written above.
▇▇▇▇▇ ▇▇▇ INCOME TRUST
▇▇▇▇▇ ▇▇▇ INVESTMENT TRUST
▇▇▇▇▇ ▇▇▇ MUNICIPAL TRUST
▇▇▇▇▇ ▇▇▇ TRUST
▇▇▇▇▇ ▇▇▇ INSTITUTIONAL TRUST
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
ATTEST: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Assistant Secretary
LIBERTY FUNDS DISTRIBUTOR, INC.
By: _________________________________
Name:
Title:
Attest:
_____________________________
Name:
Title:
ACKNOWLEDGED BY: ▇▇▇▇▇ ▇▇▇ & ▇▇▇▇▇▇▇ INCORPORATED
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
President, Mutual Funds Division
ATTEST: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Assistant Secretary