Exhibit 99(e)
DISTRIBUTION AGREEMENT
This Agreement is made as of the 21st day of October 2002 (the "Agreement")
between each Columbia Fund (a "Fund") designated in SCHEDULE A from time to
time, acting severally, and Liberty Funds Distributor, Inc. ("LFDI"), a
Massachusetts corporation.
WHEREAS, each Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act"),
and is currently offering shares of common stock (such shares of all classes are
hereinafter called the "Shares"), which are registered with the Securities and
Exchange Commission (the "SEC") pursuant to each Fund's Registration Statement
on Form N-lA (the "Registration Statement"); and
WHEREAS, a front-end sales charge may be imposed in connection with the
sale of certain Shares of one or more of the Funds ("Load Shares"); and
WHEREAS, a contingent deferred sales charge ("CDSC") may be imposed in
connection with the redemption of certain Shares of one or more of the Funds
("CDSC Shares"); and
WHEREAS, LFDI is a registered broker-dealer under the Securities and
Exchange Act of 1934 and, the laws of each state in which it engages in business
to the extent such law requires, and is a member of the National Association of
Securities Dealers, Inc. ("NASD"); and
WHEREAS, the Funds desire to retain LFDI as principal underwriter and
distributor to provide for the sale and distribution of the Shares of the Funds
identified on SCHEDULE A and for such additional classes as the Company may
issue, and LFDI is prepared to provide such services commencing on the date
first written above.
1. APPOINTMENT OF LFDI. Each Fund appoints LFDI as the principal
underwriter and distributor of the Fund's Shares (which appointment shall be
exclusive except for sales made directly by the Fund without a sales charge and
as otherwise provided in this Agreement). This Agreement will apply to each Fund
as set forth on SCHEDULE A and any additional funds in the Columbia Funds
Complex ("New Funds") whose shares are offered for sale to the public, but only
to the extent SCHEDULE A is amended in writing by the parties to this Agreement
for the purpose of adding any New Funds to this Agreement, and the New Fund
agrees to be bound by the terms of this Agreement.
2. SALE OF SHARES.
2.1. LFDI'S RIGHT TO PURCHASE SHARES. LFDI, acting as principal for
its own account and not as agent for each Fund, shall have the right to purchase
Shares and shall sell Shares in accordance with each Fund's prospectus on a
"best efforts" basis. LFDI will undertake such advertising and promotion as it
believes reasonable in connection with such efforts. LFDI shall purchase Shares,
at a price equal to the net asset value, only as needed to fill orders. LFDI
will notify each Fund at the end of each business day of the Shares to be
purchased.
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2.2. LOAD SHARES. All Load Shares of each Fund offered for sale by
LFDI shall be offered for sale to the public at a price per share (the "Offering
Price") equal to (i) their net asset value (determined in the manner set forth
in the Fund's Articles of Incorporation and the then current prospectus) plus
(ii) except with respect to certain classes of persons and transactions set
forth in the Fund's then current prospectus, a sales charge which shall be the
percentage of the Offering Price of such Load Shares as set forth in the then
current prospectus. The Offering Price, if not an exact multiple of one cent,
shall be adjusted to the nearest cent. [LFDI will receive all sales charges.]
Concessions by LFDI to dealers and other institutions shall be set forth in
either the selling agreements between LFDI and such dealers and institutions as
from time to time amended or, if such concessions are described in the then
current prospectus, shall be as so set forth. No dealer or other institution who
enters into a selling agreement with LFDI shall be authorized to act as agent
for any Fund in connection with the offering or sale of the Load Shares to the
public or otherwise.
2.3. CDSC SHARES. With respect to CDSC Shares, LFDI shall impose a
CDSC in connection with the redemption of such CDSC Shares, not to exceed a
specified percentage of the original purchase price of the Shares, as from time
to time set forth in the then current Prospectuses. LFDI may retain (or receive
from a Fund, as the case may be) all or any CDSC. LFDI may, but shall not be
required to, pay to broker-dealers or other persons through whom such CDSC
Shares are sold a commission or other payment to the extent consistent with the
then current Prospectus and applicable rules and regulations.
2.4. APPOINTMENT OF AGENT FOR CERTAIN SALES OF SHARES AT NET ASSET
VALUE. Each Fund may at any time designate its shareholder servicing, transfer
and dividend disbursing agent as its agent to accept orders at net asset value
for (i) Class A Shares, (ii) Class I Shares, or (iii) Class Z Shares, in each
case from individuals or entities that are entitled to purchase such shares as
provided in the Fund's prospectus, and to issue Shares directly to such
purchasers.
2.5. REFUSAL TO SELL SHARES; DIRECT ISSUE OF SHARES. Each Fund may at
any time (i) refuse to sell Shares hereunder or (ii) issue Shares directly (A)
to shareholders as a stock split or dividend and (B) 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.
3. COMPENSATION TO LFDI. In connection with the distribution of shares of
the Funds, LFDI will be entitled to receive (i) payments pursuant to any
Distribution Plan and related agreement from time to time in effect between any
Fund and LFDI or any particular class of shares of a Fund ("12b-1 Plan"), (ii)
any CDSC applicable to the redemption of a Fund's Shares, determined in the
manner set forth in the then current prospectus and Statement of Additional
Information of that Fund, and (iii) any applicable front-end sales charges
applicable to the sale of a Fund's Loan Shares, less any applicable dealer
discount.
4. REDEMPTION OF SHARES. Each Fund will redeem in accordance with its
articles of incorporation, bylaws and applicable provisions of its prospectus
all Shares tendered by LFDI pursuant to shareholder redemption requests. The
price to be paid to redeem or repurchase the
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shares shall be equal to the net asset value, less any applicable CDSC, if any,
determined as set forth in the applicable Prospectus. LFDI will notify each Fund
at the end of each business day of the Shares tendered.
5. COMPLIANCE. LFDI shall not utilize any materials in connection with the
sale or offering of Shares except the Funds' then current prospectuses and
Statements of Additional Information and such other materials, including
marketing materials, as the Funds shall provide or approve. All activities by
LFDI and its agents and employees, as distributor of the Shares, shall comply
with all applicable laws, rules and regulations, including, without limitation,
all rules and regulations made or adopted pursuant to the 1940 Act by the SEC or
the NASD.
6. INDEMNIFICATION. LFDI will comply with applicable provisions of the
prospectus of a Fund and with applicable laws and rules relating to the sale of
Shares and agrees to indemnify each Fund for any and all claims, losses, damages
or expenses to which a Fund may become subject under the Securities Act of 1933,
under any other statute, at common law, or otherwise, arising out of the
acquisition of any Shares of a Fund by any person which (i) may be based upon
any unlawful or wrongful acts by LFDI and persons acting under its direction or
authority, or (ii) may be based upon any (A) untrue, or alleged untrue,
statement of a material fact contained in information furnished in writing by
LFDI to a Fund or its counsel expressly for use in the answers to any of the
items of the Registration Statement or in the corresponding statements made in
the prospectus, or (B) omission, or alleged omission, to state a material fact
in connection with such information furnished in writing by LFDI to the Fund or
its counsel and required to be stated in such answers or necessary to make such
information not misleading.
7. EXPENSES.
7.1 THE FUNDS. Each Fund will pay all expenses associated with:
(i) the registration and qualification of Shares for sale;
(ii) shareholder meetings and proxy solicitation;
(iii) Share certificates;
(iv) communications to shareholders;
(v) taxes payable upon the issuance of Shares to LFDI;
(vi) preparation and printing of the Fund's prospectuses and
Statements of Additional Information for regulatory
purposes and for distribution to existing shareholders; and
(vii) any 12b-1 Plan.
7.2 LFDI. LFDI will pay all expenses associated with advertising and
sales literature, including those of (i) financing appropriate activities which
it deems are reasonable and primarily intended to result in the sale of Shares,
(ii) printing and distributing prospectuses and shareholder reports to other
than current shareholders, proxy materials and other shareholder communications
used as sales literature, and (iv) compensation of underwriters, dealers and
sales personnel.
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8. INDEPENDENT CONTRACTOR. LFDI will undertake and discharge its
obligations hereunder as an independent contractor and shall have no authority
or power to obligate or bind any Fund by its actions, conduct or contracts,
except that it is authorized to accept orders for the purchase or repurchase of
the Shares. LFDI may appoint sub-agents or distribute the Shares through dealers
(or otherwise) as it determines necessary or desirable from time to time. This
Agreement shall not, however, be construed as authorizing any dealer or other
person to accept orders for sale or repurchase on our behalf or to otherwise act
as our agent for any purpose. In addition, LFDI 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 hereunder.
9. 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: 0000 XX Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attn: Secretary
If to Distributor: Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: Secretary
10. CONTINUATION; AMENDMENT; TERMINATION.
10.1 This Agreement shall become effective on the date first written
above or on such later date approved by each Fund's Board of Directors,
including a majority of those directors who are not parties to this Agreement or
interested persons (as such term is defined in 1940 Act) thereof. Unless
terminated as provided herein, the Agreement shall continue in full force and
effect for one year from the effective date of this Agreement, and shall
continue in effect from year to year thereafter for successive one (1) year
periods if approved at least annually (i) by a vote of a majority of the
outstanding voting securities of the Fund or by a vote of the directors of the
Company, and (ii) by a vote of a majority of the directors of the Company who
are not interested persons or parties to this Agreement (other than as directors
of the Company), cast in person at a meeting called for the purpose of voting on
this Agreement.
10.2 This Agreement (i) shall terminate immediately upon the effective
date of any later dated agreement relating to the subject matter hereof, and
(ii) may be terminated, as to any Fund or all Funds, upon 60 days notice without
penalty by a vote of the directors or by LFDI or otherwise in accordance with
the 1940 Act and will terminate immediately in the event of assignment (as
defined under the 1940 Act). Upon termination the obligations of the parties
under this Agreement shall cease except for unfulfilled obligations and
liabilities arising prior to termination.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
EACH FUND DESIGNATED IN SCHEDULE A LIBERTY FUNDS DISTRIBUTOR, INC.
By: By:
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Xxxx X. Xxxxxx Xxxxx Xxxxxxx
President Chief Executive Officer
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SCHEDULE A
Columbia Common Stock Fund, Inc.
Columbia Growth Fund, Inc.
Columbia International Stock Fund, Inc.
Columbia Special Fund, Inc.
Columbia Small Cap Fund, Inc.
Columbia Real Estate Equity Fund, Inc.
Columbia Technology Fund, Inc.
Columbia Strategic Value Fund, Inc.
Columbia Balanced Fund, Inc.
Columbia Daily Income Company
Columbia Short Term Bond Fund, Inc.
Columbia Fixed Income Securities Fund, Inc.
Columbia Oregon Municipal Bond Fund, Inc.
Columbia High Yield Fund, Inc.
Columbia National Municipal Bond Fund, Inc.
Dated: October ___, 2002
A-1
