Exhibit (e)(2)
FORM OF
SHAREHOLDER SERVICING PLAN IMPLEMENTATION AGREEMENT
Ladies and Gentlemen:
We wish to enter into this Shareholder Servicing Plan Implementation
Agreement ("Agreement") with you concerning the provision of services as set
forth herein. The terms and conditions of this Agreement are as follows:
1. Provision of Services
(a) You will from time to time enter into agreements with banks,
broker/dealers and other financial institutions (collectively
"Intermediaries") pursuant to which the Intermediaries will agree to
provide personal services to, and maintain accounts of, their clients
("Customers") who may from time to time beneficially own shares of one
or more of the portfolios (collectively, the "Funds") of the
undersigned trust(s) that have a Board approved shareholder servicing
plan. The shares of the Funds are collectively referred to herein as
"Shares."
(b) You will provide such office space and equipment, 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 services contemplated hereby.
(c) You will pay to the Intermediaries, out of the Service Fee (as defined
below), such amounts as may be agreed between you and the
Intermediaries in return for the provision by the Intermediaries of
personal services and/or the maintenance of shareholder accounts as
described in Section 1(a).
(d) For all purposes of this Agreement you will be deemed to be an
independent contractor, and will have no authority to act as agent for
us in any other capacity, except as expressly provided herein.
2. Compensation
(a) In consideration of the services provided by you hereunder, we will
pay to you a fee as set forth in Schedule II (the "Servicing Fee").
The Servicing Fee may be prospectively increased or decreased by us,
in our sole discretion, at any time upon notice to you.
(b) Compensation payable under this Agreement is subject to, among other
things, the National Association of Securities Dealers, Inc. ("NASD")
Conduct Rules governing receipt by NASD members of service fees from
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, or to the extent otherwise prohibited
by the NASD Service Fee Rule.
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3. Reports
You agree to furnish us with such information as we may reasonably request,
and will otherwise cooperate with us and our designees (including, without
limitation, any auditors or legal counsel designated by us) in connection with
the preparation of reports to our Board of 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 law. You agree to provide us with
such certifications, reports and other information as we may reasonably request
from time to time to assist us in complying with, and monitoring for compliance
with, such laws, rules and regulations.
4. Term
(a) This Agreement shall become effective on the date of its execution
and, unless sooner terminated as provided herein, shall continue in
effect from year to year with respect to a Fund, provided such
continuance is specifically approved at least annually by (i) our
Board of Trustees, or (ii) a vote of a majority (as defined in the
Investment Company Act of 1940, as amended ("1940 Act")) of the
outstanding voting securities of the Fund, provided that in either
event the continuance is also approved by the majority of our Trustees
who are not parties to this Agreement or interested persons (as
defined in the 0000 Xxx) of any such party, by vote cast in person at
a meeting called for the purpose of voting on such approval.
(b) This Agreement is terminable with respect to a Fund, without penalty,
on not less than sixty (60) days' written notice, by our Board of
Trustees, by vote of a majority (as defined in the 0000 Xxx) of the
outstanding voting securities of such Fund, or by you. This Agreement
will also terminate automatically in the event of its assignment (as
defined in 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.
5. Communications
You will send any notice to us by first class mail, postage prepaid, or by
confirmed telefacsimile at: Xxx Xxxxxxxxx Xxxxxx, Xxxxxx, XX 00000,
telefacsimile (000) 000-0000 Attention: Secretary. We will send any notice to
you by first class mail, postage prepaid, or by confirmed telefacsimile to you
at: c/o Columbia Management Services, Inc., Attn: Dealer File Department, 000
Xxxxxx Xx., Xx 0, Xxxxxx, XX 00000, telefacsimile (000) 000-0000, or such other
address or telefacsimile number as we may reasonably believe appropriate. A
party that changes its address or telefacsimile number shall promptly notify the
other party.
6. Governing Law
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. This Agreement may not be assigned by either party.
7. Actions by the Trust and its Trustees
A reference to each Trust and the Trustees of each Fund refer respectively
to the Trust created by the Declaration of Trust and the Trustees as Trustees
but not individually or personally. A copy of the document
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establishing each Trust is filed with the Secretary of the Commonwealth of
Massachusetts. All parties hereto acknowledge and agree that any and all
liabilities of the Trust arising, directly or indirectly, under this Agreement
will be satisfied solely out of the assets of the Trust and that no Trustee,
officer or shareholder shall be personally liable for any such liabilities. All
persons dealing with any Trust, must look solely to the property belonging to
such Trust for the enforcement of any claims against the Trust.
8. Miscellaneous
We may amend this Agreement upon written notice to you. You will be deemed
to have accepted such amendment by providing the services contemplated in this
Agreement after receipt of such notice. You and we also may amend this Agreement
by means of a written amendment signed by both parties.
This Agreement shall cancel and supersede any and all prior servicing
agreements or similar agreements or contracts relating to the provision of
similar services between you and the Funds.
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If you agree to be legally bound by the provisions of this Agreement,
please sign a copy of this letter where indicated below and promptly return it
to us, at the following address: Xxx Xxxxxxxxx Xxxxxx, Xxxxxx, XX 00000,
Attention: Secretary.
Very truly yours,
EACH TRUST DESIGNATED IN SCHEDULE I,
on behalf of its respective Fund
By:
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Name: Xxxxxxxxxxx X. Xxxxxx
Title: President
Accepted and Agreed to:
COLUMBIA MANAGEMENT DISTRIBUTORS, INC.
By:
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Name: Xxxxxx X. Xxxxxx
Title: President, Intermediary
Distribution
SCHEDULE I
TRUST SERIES
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Columbia Series Trust I Columbia High Yield Municipal Fund
Columbia Managed Municipals Fund
Columbia Strategic Income Fund
Columbia Tax-Managed Growth Fund
Columbia Federal Securities Fund
Columbia Tax-Exempt Fund
Columbia California Tax-Exempt Fund
Columbia International Stock Fund
Columbia Intermediate Municipal Bond Fund
Columbia Balanced Fund
Columbia High Yield Fund
Columbia Greater China Fund
Columbia Mid Cap Growth Fund
Columbia Oregon Intermediate Municipal Bond Fund
Columbia Real Estate Equity Fund
Columbia Small Cap Growth Fund
Columbia Strategic Investor Fund
Columbia Technology Fund
Columbia Asset Allocation Fund
Columbia Common Stock Fund
Columbia Disciplined Value Fund
Columbia Dividend Income Fund
Columbia Growth Stock Fund
Columbia Large Cap Growth Fund
Columbia Liberty Fund
Columbia Small Cap Core Fund
Columbia Small Company Equity Fund
Columbia Young Investor Fund
Columbia Connecticut Intermediate Municipal Bond Fund
Columbia Massachusetts Intermediate Municipal Bond Fund
Columbia New Jersey Intermediate Municipal Bond Fund
Columbia New York Intermediate Municipal Bond Fund
Columbia Rhode Island Intermediate Municipal Bond Fund
Columbia Connecticut Tax-Exempt Fund
Columbia Massachusetts Tax-Exempt Fund
Columbia New York Tax-Exempt Fund
Columbia Tax-Exempt Insured Fund
Columbia Utilities Fund
Columbia Income Fund
Columbia Intermediate Bond Fund
Columbia U.S. Treasury Index Fund
Columbia World Equity Fund
Columbia Core Bond Fund
Columbia High Yield Opportunity Fund
Columbia Small Cap Value Fund I
TRUST SERIES
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Columbia Funds
Institutional Trust CMG Strategic Equity Fund
CMG Small/Mid Cap Fund
CMG International Stock Fund
CMG Core Bond Fund
CMG High Yield Fund
CMG International Bond Fund
CMG Short Term Bond Fund
CMG Ultra Short Term Bond Fund
CMG Intermediate Bond Fund
CMG Core Plus Bond Fund
CMG Government Bond Fund
CMG Corporate Bond Fund
CMG Mortgage and Asset-Backed Securities Fund
CMG Small Cap Growth Fund
CMG Enhanced S&P 500 Index Fund
CMG Large Cap Value Fund
CMG Large Cap Growth Fund
CMG Mid Cap Value Fund
CMG Mid Cap Growth Fund
CMG Small Cap Value Fund
CMG Emerging Markets Equity Fund
SCHEDULE II
COMPENSATION
The Servicing Fee shall be, with respect to each Fund, 0.25% of the average
daily net asset value of all Shares of such Fund, other than Shares with respect
to which the Trust is paying a shareholder servicing fee directly to a third
party. The Servicing Fee shall be accrued daily and paid monthly in arrears.
