Exhibit (e)(1)
DISTRIBUTION AGREEMENT
Each Massachusetts business trust listed in Appendix 1 hereto (as the same
may from time to time be amended to add one or more additional investment
companies advised by an affiliate of Columbia Management Group, Inc. or to
delete one or more of such trusts), each of such trusts acting severally on its
own behalf and not jointly with any of such other trusts (each of such trusts
being hereinafter referred to as the "Trust"), and Liberty Funds Distributor,
Inc. ("LFDI"), a Massachusetts corporation, agree effective July 1, 2002:
1. APPOINTMENT OF LFDI.
Each Trust may offer an unlimited number of separate investment series
("Funds"), each of which may have multiple classes of shares ("Shares"). Each
Trust appoints LFDI as the principal underwriter and distributor of Shares of
the Funds designated in Appendix 1 as it may be amended from time to time (which
appointment shall be exclusive except as otherwise provided in this Agreement).
2. SALE OF SHARES.
a. LFDI'S RIGHT TO PURCHASE SHARES FROM THE FUND. LFDI, acting as
principal for its own account and not as agent for each Trust, shall
have the right to purchase Shares and shall sell Shares in accordance
with each Fund's prospectus on a "best efforts" basis. LFDI shall
purchase Shares, at a price equal to the net asset value, only as
needed to fill orders. Except as set forth in Paragraph 5 below, LFDI
will receive all sales charges. LFDI will notify the Trust at the end
of each business day of the Shares of each Fund to be purchased. LFDI
will act only on its own behalf as principal if it chooses to enter
into selling agreements with selected dealers or others with respect
to the offering of Shares to the public. LFDI shall not utilize any
materials in connection with the sale or offering of Shares except the
Trust's then current prospectus(es) and statement(s) of additional
information and such other materials as the Trust shall provide or
approve.
b. APPOINTMENT OF AGENT FOR CERTAIN SALES OF SHARES AT NET ASSET VALUE.
The Trust may at any time designate its shareholder servicing,
transfer and dividend disbursing agent as its agent to accept orders
for Shares of the Funds (including any Shares of the Funds on which a
front-end sales charge is imposed) at net asset value in each case
from individuals or entities that are entitled to purchase such shares
as provided in the Trust's prospectus, and to issue Shares directly to
such purchasers.
c. REFUSAL TO SELL SHARES; DIRECT ISSUE OF SHARES. The Trust may at any
time (i) refuse to sell Shares hereunder, or (ii) issue Shares
directly to shareholders as a stock split or dividend.
3. REDEMPTION OF SHARES.
The Trust will redeem in accordance with each Fund's prospectus all Shares
tendered by LFDI pursuant to shareholder redemption requests. LFDI will notify
the Trust at the end of each business day of the Shares of each Fund tendered.
4. COMPLIANCE.
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 indemnifies
each Trust for any damage or expense from unlawful acts by LFDI and persons
acting under its direction or authority. In furtherance of and not in limitation
of the foregoing, LFDI agrees to indemnify, defend and hold the Trust, its
several officers and trustees, and any person who controls the Trust within the
meaning of Section 15 of the Securities Act of 1933 as amended (the "1933 Act"),
free and harmless from and against any and all claims, demands, liabilities and
expenses (including the costs of investigating or defending such claims, demands
or liabilities and any reasonable counsel fees incurred in connection therewith)
which the Trust, its officers or trustees, or any such controlling person, may
incur under the 1933 Act, or under common law or otherwise, which claims,
demands, liabilities and expenses shall arise out of or be based upon any
untrue, or alleged untrue, statement of a material fact contained in information
furnished in writing by LFDI to the Trust or its counsel expressly for use in
the answers to any of the items of the Trust's registration statement on Form
N-1A or in the corresponding statements made in the Trust's prospectuses or
shall arise out of or be based upon any omission, or alleged omission, to state
a material fact in connection with such information furnished in writing by LFDI
to the Trust or its counsel and required to be stated in such answers or
necessary to make such information not misleading. LFDI's indemnification
agreement contained in this Paragraph 4 shall remain operative and in full force
and effect regardless of any investigation made by or on behalf of the Trust or
its officers or trustees, and shall survive the delivery of any Shares and the
termination of this Agreement. LFDI agrees to promptly notify the Trust of the
commencement of any litigation or proceeding against LFDI or any of its
officers, directors or controlling persons in connection with the issuance or
sale of any of the Shares.
5. EXPENSES.
Each Trust will pay all expenses associated with:
a. the registration and qualification of Shares for sale;
b. shareholder meetings and proxy solicitation;
c. Share certificates;
d. communications to shareholders; and
e. taxes payable upon the issuance of Shares to LFDI.
In connection with the distribution of shares of the Funds, LFDI will be
entitled to receive (a) payments pursuant to any Distribution Plan and related
agreement from time to time in effect between any Trust and LFDI with respect to
a Fund or any particular class of Shares of a Fund, (b) any contingent deferred
sales charges applicable to the redemption of Shares of a Fund or of any
particular class of Shares of a Fund, determined in the manner set forth in the
then current prospectus and statement of additional information of that Fund,
and (c) any applicable front-end sales charges applicable to the sale of Shares
of a Fund or of any particular class of Shares of a Fund, less any applicable
dealer discount determined in the manner set forth in the then current
prospectus and statement of additional information of that Fund. LFDI agrees to
be responsible for implementing and operating any Distribution Plan in
accordance with the terms of such plan.
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If any Shares sold by the Trust on which a front-end sales charge is
imposed are redeemed or repurchased by the Trust or by LFDI as agent or are
tendered for redemption within seven business days after the date of
confirmation of the original purchase of such Shares, LFDI shall forfeit the
amount above the net asset value received by LFDI in respect of such Shares,
provided that the portion, if any, of such amount re-allowed by LFDI to
broker-dealers or other persons shall be repayable to the Trust only to the
extent recovered by LFDI from the broker-dealer or other person involved. LFDI
shall include in each selling agreement with such broker-dealers and other
persons a corresponding provision for the forfeiture by them of their concession
with respect to such Shares sold by them or their principals and redeemed or
repurchased by the Trust or by LFDI as agent (or tendered for redemption) within
seven business days after the date of confirmation of such purchases.
LFDI may assign or sell to a third party (a "Financing Entity") all or part
of (i) the contingent deferred sales charges on any Shares that LFDI is entitled
to receive under this Agreement, and (ii) the payments which LFDI is entitled to
receive from the Trust under any Distribution Plan with respect to such Shares.
LFDI's right to a contingent deferred sales charge on such Shares and to
payments under any Distribution Plan with respect to such Shares, if assigned or
sold to a Financing Entity, shall continue after termination of this Agreement.
LFDI will pay all expenses associated with advertising and sales literature
including those of printing and distributing prospectuses and shareholder
reports, proxy materials and other shareholder communications used as sales
literature.
6. CONTINUATION, AMENDMENT OR TERMINATION.
a. This Agreement (a) supersedes and replaces any contract or agreement
relating to the subject matter hereof in effect prior to the date
hereof, (b) shall continue in effect only so long as specifically
approved at least annually by the Trustees or shareholders of the
Trust, and (c) may be amended at any time by written agreement of the
parties, each in accordance with the provisions of the Investment
Company Act of 1940, as amended (the "1940 Act").
b. This Agreement (a) shall terminate immediately upon the effective date
of any later dated agreement relating to the subject matter hereof,
and (b) may be terminated upon 60 days written notice without penalty
by a vote of the Trustees of the Trust 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). Except as set
forth in Paragraph 4 above, upon termination, the obligations of the
parties under this Agreement shall cease except for unfulfilled
obligations and liabilities arising prior to termination. All notices
shall be in writing and delivered to the office of the other party.
7. LIMITATION OF LIABILITY.
Except as set forth in Paragraph 4 above, LFDI shall not be liable to the
Trust for any error of judgment or mistake of law or for any loss suffered by
the Trust in connection with the performance of LFDI's obligations and duties
under this Agreement, except a loss resulting from LFDI's willful misfeasance,
bad faith or negligence in the performance of such obligations and duties, or by
reason of its reckless disregard thereof.
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8. CONFIDENTIALITY.
LFDI agrees on behalf of itself and its employees to treat confidentially
and as proprietary information of the Trust all records and other information
relative to the Trust and its prior, present or potential shareholders, and not
to use such records and information for any purpose other than performance of
its responsibilities and duties under this Agreement, except after prior
notification to and approval in writing by the Trust, which approval shall not
be unreasonably withheld and may not be withheld where LFDI may be exposed to
civil or criminal contempt proceedings for failure to comply, when requested to
divulge such information by duly constituted authorities, or when so requested
by the Trust.
9. GOVERNING LAW.
This Agreement shall be governed by and construed in accordance with the
laws of the Commonwealth of Massachusetts.
10. DECLARATION OF TRUST.
A copy of the Declaration of Trust of the Trust is on file with the
Secretary of the Commonwealth of Massachusetts, and notice is hereby given that
this instrument is executed on behalf of the Trustees of the Trust as Trustees
and not individually and that the obligations of or arising out of the
instrument are not binding upon any of the Trustees or officers or shareholders
individually, but binding only upon the assets and property of the Trust.
Agreed:
THE TRUSTS LISTED ON APPENDIX 1
By:________________________________
Xxxx X. X'Xxxxx, President
LIBERTY FUNDS DISTRIBUTOR, INC.
By:________________________________
Xxxxx Xxxxxxx, Chief Executive Officer
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APPENDIX 1 TO DISTRIBUTION AGREEMENT
TRUST FUNDS
The Galaxy Fund Galaxy Money Market Fund
Galaxy Government Money Market Fund
Galaxy U.S. Treasury Money Market Fund
Galaxy Tax-Exempt Money Market Fund
Galaxy Connecticut Municipal Money Market Fund
Galaxy Massachusetts Municipal Money Market Fund
Galaxy New York Municipal Money Market Fund
Galaxy Institutional Money Market Fund
Galaxy Institutional Government Money Market Fund
Galaxy Institutional Treasury Money Market Fund
Galaxy Prime Reserves
Galaxy Government Reserves
Galaxy Tax-Exempt Reserves
Galaxy Short-Term Bond Fund
Galaxy Intermediate Government Income Fund
Galaxy High Quality Bond Fund
Galaxy Corporate Bond Fund
Galaxy Tax-Exempt Bond Fund
Galaxy Intermediate Tax-Exempt Bond Fund
Galaxy Connecticut Municipal Bond Fund
Galaxy Connecticut Intermediate Municipal Bond Fund
Galaxy Florida Municipal Bond Fund
Galaxy Massachusetts Municipal Bond Fund
Galaxy Massachusetts Intermediate Municipal Bond Fund
Galaxy New Jersey Municipal Bond Fund
Galaxy New York Municipal Bond Fund
Galaxy Pennsylvania Municipal Bond Fund
Galaxy Rhode Island Municipal Bond Fund
Galaxy Asset Allocation Fund
Galaxy Equity Value Fund
Galaxy Equity Growth Fund
Galaxy Growth Fund II
Galaxy Equity Income Fund
Galaxy Growth and Income Fund
Galaxy International Equity Fund
Galaxy Small Company Equity Fund
Galaxy Small Cap Value Fund
Galaxy Strategic Equity Fund
Galaxy Large Cap Growth Fund
Galaxy Large Cap Value Fund
TRUST FUNDS
The Galaxy VIP Fund Galaxy VIP Money Market
Galaxy VIP Equity Fund
Galaxy VIP Growth and Income Fund
Galaxy VIP Small Company Growth Fund
Galaxy VIP Columbia Real Estate Equity Fund II
Galaxy VIP Asset Allocation Fund
Galaxy VIP High Quality Bond Fund
Galaxy VIP Columbia High Yield Fund II
Galaxy Fund II Galaxy II Large Company Index Fund
Galaxy II Small Company Index Fund
Galaxy II Utility Index Fund
Galaxy II U.S. Treasury Index Fund
Galaxy II Municipal Bond Fund
