Exhibit (h)(3)
TRANSFER, DIVIDEND DISBURSING AND
SHAREHOLDERS' SERVICING AGENT AGREEMENT
This agreement (the "Agreement") is made as of May 1, 2006, by and
between the Massachusetts business trusts acting on behalf of their series all
as listed on Schedule A hereto (as the same may from time to time be amended to
add or delete one or more series of such trusts) (each such trust and
corporation being hereinafter referred to as a "Trust" and each series of a
Trust, if any, being hereinafter referred to as a "Fund" with respect to that
Trust, but for any Trust that does not have any separate series, then any
reference to the "Fund" is a reference to that Trust), Columbia Management
Services, Inc., a Massachusetts corporation ("CMS"), and Columbia Management
Advisors, LLC ("CMA"), a Delaware limited liability company.
WHEREAS, each Trust is a registered investment company and desires that
CMS perform certain services for the Funds; and
WHEREAS, CMS is willing to perform such services upon the terms and
subject to the conditions set forth herein.
NOW THEREFORE, in consideration of the mutual promises and covenants
set forth herein, the parties hereto agree as follows:
1. Appointment. Each Trust hereby appoints CMS to act as Transfer Agent,
Dividend Disbursing Agent and Shareholders' Servicing Agent for the Funds and as
agent for the Funds' shareholders in connection with the shareholder plans
described in the Prospectus (as defined below), and CMS accepts such
appointments and will perform the respective duties and functions of such
offices in the manner hereinafter set forth.
Notwithstanding such appointments, however, the parties hereto agree
that CMA may, upon thirty (30) days prior written notice to the Trust, assume
such duties and functions itself. In such event, CMA shall have all of the
rights and obligations of CMS hereunder. However, whether or not CMA assumes
such duties and functions, CMA guarantees the performance of CMS hereunder and
shall be responsible financially and otherwise to the Trust for the performance
by CMS of its obligations under this Agreement.
2. Compensation. Each Trust shall pay to CMS, or to such person(s) as CMS
may from time to time instruct, for services rendered and costs incurred in
connection with the performance of duties hereunder, such compensation and
reimbursement as may from time to time be approved by vote of the Trustees of
the Trust.
Schedule B hereto sets forth the compensation and reimbursement
arrangements to be effective as of the date of this Agreement, and the treatment
of all interest earned with respect to balances in the accounts maintained by
CMS referred to in Sections 6, 10 and 11 of this Agreement, net of any charges
imposed by the bank(s) at which CMS maintains such accounts.
3. Copies of Documents. Each Trust will furnish CMS with copies of the
following documents: the Declaration of Trust of the Trust and all amendments
thereto; and the Trust's Registration Statement as in effect on the date hereof
under the Securities Act of 1933, as amended, and the Investment Company Act of
1940, as amended, and all amendments or supplements thereto hereafter filed.
The Prospectus(es) and Statement(s) of Additional Information contained in such
Registration Statement, as from time to time amended and supplemented,
together are herein collectively referred to as the "Prospectus."
4. Share Certificates. If the Trustees of a Trust shall have resolved
that all of the Trust's (or a particular Fund's) shares of beneficial interest,
or all of the shares of a particular series or class of such shares, shall be
issued in certificated form, CMS shall maintain a sufficient supply of blank
share certificates representing such shares, in the form approved from time to
time by the Trustees of the Trust. Such blank share certificates shall be
properly signed, manually or by facsimile signature, by the duly authorized
officers of the Trust, and shall bear the seal or facsimile thereof of the
Trust; and notwithstanding the death, resignation or removal of any officer of
the Trust authorized to sign such share certificates, CMS may continue to
countersign certificates which bear the manual or facsimile signature of such
officer until otherwise directed by the Trust.
5. Lost or Destroyed Certificates. In case of the alleged loss or
destruction of any shareholder certificate, no new certificate shall be issued
in lieu thereof, unless there shall first be furnished to CMS an affidavit of
loss or non-receipt by the holder of shares with respect to which a certificate
has been lost or destroyed, supported by an appropriate bond satisfactory to
CMS and the Trust issued by a surety company satisfactory to CMS.
6. Receipt of Funds for Investment. CMS will maintain one or more
accounts with its cash management bank into which it will deposit funds payable
to CMS as agent for, or otherwise identified as being for the account of, the
Funds or the Distributor, prior to crediting such funds to the respective
accounts of the Funds and the Distributor. Thereafter, CMS will determine the
amount of any such funds due a Fund (equal to the number of Fund shares sold by
the Fund computed pursuant to paragraph 7 hereof, multiplied by the net asset
value of a Fund share next determined after receipt of such purchase order) and
the Distributor (equal to the sales charge applicable to such sale computed
pursuant to paragraph 9 hereof), respectively, deposit the portion due the
Distributor in its account as may from time to time be designated by the
Distributor, deposit the net amount due the Fund in the Fund's account with its
custodian (the "Custodian"), notify the Distributor (such notification to the
Distributor to include the amount of such sales charge to be remitted by the
Distributor to the dealer participating in the sale, computed pursuant to
paragraph 9 hereof) and the Fund, respectively, of such deposits, such
notification to be given as soon as practicable on the next business day
stating the total amount deposited to said accounts during the previous business
day. Such notification shall be confirmed in writing.
7. Shareholder Accounts. Upon receipt of any funds referred to in
paragraph 6 hereof, CMS will compute the number of shares purchased by the
shareholder according to the net asset value of Fund shares next determined
after such receipt less the applicable sales charge, calculated pursuant to
paragraph 9 hereof; and
(a) in the case of a new shareholder, open and maintain an open account for
such shareholder in the name or names set forth in the subscription application
form;
(b) if the Trustees of a Trust have resolved that all of the Trust's shares
of beneficial interest, or all of the shares of a particular series or class,
shall be issued in certificated form, and if specifically requested in writing
by the shareholder, countersign, issue and mail, by first class mail, to the
shareholder at his or her address set forth in the shareholder records of the
Trust maintained by CMS a share certificate for full shares purchased.
(c) send to the shareholder a confirmation indicating the amount of full
and fractional shares purchased (in the case of fractional shares, rounded to
three decimal places) and the price per share; and
(d) in the case of a request to establish an accumulation plan, withdrawal
plan, group plan or other plan or program being offered by the Fund's
Prospectus, open and maintain such plan or program for the shareholder in
accordance with the terms thereof;
all subject to any reasonable instructions which the Distributor or each Trust
may give to CMS with respect to
rejection of orders for shares.
8. Unpaid Checks. In the event that any check or other order for payment
of money on the account of any shareholder or new investor is returned for any
reason, CMS will take such steps, including imposition of a reasonable
processing or handling fee on such shareholder or investor, as CMS may, in CMS's
discretion, deem appropriate, or as each Trust or the Distributor may instruct
CMS.
9. Sales Charge. In computing the number of shares to credit to the
account of a shareholder pursuant to paragraph 7 hereof, CMS will calculate the
total of the applicable Distributor and representative sales charges,
commission or other amount, if any, with respect to each purchase as set forth
in the Prospectus and in accordance with any notification filed with respect to
combined and accumulated purchases. CMS will also determine the portion of
each sales charge, commission or other amount, if any, payable by the
Distributor to the dealer or other amount, payable by the Distributor to the
dealer participating in the sale in accordance with such schedules as are from
time to time delivered by the Distributor to CMS.
10. Dividends and Distributions. Each Trust will promptly notify CMS of
the declaration of any dividends or distribution with respect to Fund shares,
the amount of such dividend or distribution, the date each such dividend or
distribution shall be paid, and the record date for determination of
shareholders entitled to receive such dividend or distribution. As Dividend
Disbursing Agent, CMS will, on or before the payment date of any such dividend
or distribution, notify the Custodian of the estimated amount of cash required
to pay such dividend or distribution, and each Trust agrees that on or before
the mailing date of such dividend or distribution it will instruct the Custodian
to make available to CMS sufficient funds therefor in the dividend and
distribution account maintained by CMS with the Custodian. As Dividend
Disbursing Agent, CMS will prepare and distribute to shareholders any funds to
which they are entitled by reason of any dividend or distribution and, in the
case of shareholders entitled to receive additional shares by reason of any such
dividend or distribution, CMS will make appropriate credits to their accounts
and prepare and mail to shareholders a confirmation statement and, if
required, a certificate in respect of such additional shares.
11. Repurchase and Redemptions. CMS will receive and stamp with the date
of receipt all certificates and requests delivered to CMS for repurchase or
redemption of shares and CMS will process such repurchases as agent for the
Distributor and such redemptions as agent for each Trust as follows:
(a) If such certificate or request complies with standards for repurchase
or redemption approved from time to time by the Trust, CMS will, on or prior to
the seventh calendar day succeeding the receipt of any such request for
repurchase or redemption in good order, deposit any contingent deferred sales
charge ("CDSC") due the Distributor in its account with such bank as may from
time to time be designated by the Distributor and pay to the shareholder from
funds deposited by the Trust from time to time in the repurchase and redemption
account maintained by CMS with its cash management bank, the appropriate
repurchase or redemption price, as the case may be, as set forth in the
Prospectus;
(b) If such certificate or request does not comply with said standards for
repurchase or redemption as approved by the Trust, CMS will promptly notify the
shareholder of such fact, together with the reason therefor, and shall effect
such repurchase or redemption at the price in effect at the time of receipt of
documents complying with said standards, or, in the case of a repurchase, at
such other time as the Distributor, as agent for the Trust, shall so direct;
and
(c) CMS shall notify the Trust and the Distributor as soon as practicable
on each business day of the total number of Fund shares covered by requests for
repurchase or redemption which were received by CMS in proper form
on the previous business day, and shall notify the Distributor of deposits to
its account with respect to any CDSC, such notification to be confirmed in
writing.
12. Exchanges and Transfers. Upon receipt by CMS of a request to exchange
Fund shares held in a shareholder's account for shares of another Fund, CMS will
verify that the exchange request is made by authorized means and will process a
redemption and corresponding purchase of shares in accordance with each Trust's
redemption and purchase policies and in accordance with the redemption and
purchase provisions of this Agreement. Upon receipt by CMS of a request to
transfer Fund shares, and receipt of a share certificate for transfer or an
order for the transfer of uncertificated shares, in either case with such
endorsements, instruments of assignment or evidence of succession as CMS may
require and accompanied by payment of any applicable transfer taxes, and
satisfaction of any conditions contained in the Trust's Declaration of Trust,
By-Laws, and Prospectus, CMS will record the transfer of ownership of such
shares in the appropriate records and will process the transfer in accordance
with the Trust's transfer policies and will open an account for the transferee,
if a new shareholder, in accordance with the provisions of this Agreement.
13. Systematic Withdrawal Plans. CMS will administer systematic withdrawal
plans pursuant to the provisions of withdrawal orders duly executed by
shareholders and the relevant Fund's Prospectus. Payments upon such withdrawal
orders shall be made by CMS from the appropriate account maintained by the Trust
with the Custodian. Prior to the payment date CMS will withdraw from a
shareholder's account and present for repurchase or redemption as many shares
as shall be sufficient to make such withdrawal payment pursuant to the
provisions of the shareholder's withdrawal plan and the relevant Fund's
Prospectus.
14. Letters of Intent and Other Plans. CMS will process such letters of
intent for investing in Fund shares as are provided for in the Prospectus, and
CMS will act as escrow agent pursuant to the terms of such letters of intent
duly executed by shareholders. CMS will make appropriate deposits to the
account of the Distributor for the adjustment of sales charges as therein
provided and will currently report the same to the Distributor, it being
understood, however, that computations of any adjustment of sales charge shall
be the responsibility of the Distributor or the Trust. CMS will process such
accumulation plans, group programs and other plans or programs for investing in
shares as are provided for in the Prospectus. In connection with any such plan
or program, and with withdrawal plans described in paragraph 12 hereof, CMS will
act as plan agent for shareholders and in so acting shall not be the agent of
the Trust.
15. Tax Returns and Reports. CMS will prepare, file with the Internal
Revenue Service and any other federal, state or local governmental agency which
may require such filing, and, if required, mail to shareholders such returns
for reporting dividends and distributions paid by the Funds as are required to
be so prepared, filed and mailed by applicable laws, rules and regulations, and
CMS will withhold such sums as are required to be withheld under applicable
Federal and state income tax laws, rules and regulations.
16. Record Keeping. CMS will maintain records, which at all times will be
the property of the respective Trust and available for inspection by the Trust
and Distributor, showing for each shareholder's account the following:
(a) Name, address and United States taxpayer identification or Social
Security number, if provided (or amounts withheld with respect to dividends and
distributions on shares if a taxpayer identification or Social Security number
if not provided);
(b) Number of shares held and number of shares for which certificates have
been issued;
(c) Historical information regarding the account of each shareholder,
including dividends and distributions paid, if any, and the date and
price for all transactions on a shareholder's account;
(d) Any stop or restraining order placed against a shareholder's account;
(e) Information with respect to withholdings of taxes on dividends paid to
foreign accounts; and
(f) Any instruction as to letters of intent, record address, and any
correspondence or instructions or privileges (such as a telephone
exchange privilege), relating to the current maintenance of a
shareholder's account.
In addition, CMS will keep and maintain on behalf of the respective
Trust all records which the Trust or CMS is required to keep and maintain
pursuant to any applicable statute, rule or regulation, including without
limitation, Rule 31(a)-1 under the Investment Company Act of 1940, relating to
the maintenance of records in connection with the services to be provided
hereunder. CMS shall be obligated to maintain at its expense only those records
necessary to carry out its duties hereunder and the remaining records will be
preserved at the Trust's expense for the periods prescribed by law.
17. Other Information Furnished. CMS will furnish to each Trust and the
Distributor such other information, including shareholder lists and statistical
information as may be agreed upon from time to time between CMS and the Trust.
CMS shall notify each Trust of any request or demand to inspect the share
records books of the Trust and will act upon the instructions of the Trust as to
permitting or refusing such inspection.
18. Shareholder Inquiries. CMS will respond promptly to written
correspondence from shareholders, registered representatives of broker-dealers
engaged in selling Fund shares, the Trust and the Distributor relating to its
duties hereunder, and such other correspondence as may from time to time be
mutually agreed upon between CMS and each Trust. CMS also will respond to
telephone inquiries from shareholders with respect to existing accounts.
19. Communications to Shareholders and Meetings. CMS will determine all
shareholders entitled to receive, and will address and mail, all communications
by a Trust to its shareholders, including quarterly and annual reports to
shareholders, proxy material for meetings of shareholders and periodic
communications to shareholders. CMS will receive, examine and tabulate return
proxy cards for meetings of shareholders and certify the vote to the Trust.
20. Insurance. CMS will not reduce or allow to lapse any of its insurance
coverage from time to time in effect, including but not limited to Errors and
Omissions, Fidelity Bond and Electronic Data Processing coverage, without the
prior written consent of each Trust.
21. Duty of Care and Indemnification. CMS will at all times use
reasonable care and act in good faith in performing its duties hereunder. CMS
will not be liable or responsible for delays or errors by reason of
circumstances beyond its control, including without limitation, acts of civil
or military authority, national or state emergencies, labor difficulties, fire,
mechanical breakdown, flood or catastrophe, acts of God, insurrection, war,
riots or failure of transportation, communication or power supply.
CMS may rely on certifications of the Secretary, any Assistant
Secretary, the President, any Vice President, the Treasurer or any Assistant
Treasurer of a Trust as to proceedings or facts in connection with any
action taken by the shareholders or Trustees of that Trust, and upon
instructions not inconsistent with this Agreement from the President, any Vice
President, the Treasurer or any Assistant Treasurer of that Trust. CMS may
apply to counsel for a Trust, at the Trust's expense, or its own counsel for
advice whenever it deems expedient. With respect to any action taken on the
basis of such certifications or instructions or in accordance with the advice
of counsel for instructions or in accordance with the advice of counsel for a
Trust, the Trust will indemnify and hold harmless CMS from any and all losses,
claims, damages, liabilities and expenses (including reasonable counsel fees
and expenses).
Each Trust will indemnify CMS against and hold CMS harmless from any
and all losses, claims, damages, liabilities and expenses (including reasonable
counsel fees and expenses) in respect to any claim, demand, action or suit not
resulting from CMS's bad faith or negligence and arising out of, or in
connection with, its duties on behalf of the Trust under this Agreement.
CMS shall also be indemnified and held harmless by each Trust against
any loss, claim, damage, liability and expenses (including reasonable counsel
fees and expenses) by reason of any act done by it in good faith and in reliance
upon any instrument or certificate for shares believed by it (a) to be genuine
and (b) to be signed, countersigned or executed by any person or persons
authorized to sign, countersign, or execute such instrument or certificate.
In any case in which a party to this Agreement may be asked to
indemnify or hold harmless the other party hereto, the party seeking
indemnification shall advise the other party of all pertinent facts concerning
the situation giving rise to the claim or potential claim for indemnification,
and each party shall use reasonable care to identify and notify the other
promptly concerning any situation which presents or appears likely to present a
claim for indemnification.
22. Employees. CMS is responsible for the employment, control and conduct
of its agents and employees and for injury to such agents or employees or to
others caused by such agents or employees. CMS assumes full responsibility for
its agents and employees under applicable statutes and agrees to pay all
employer taxes thereunder.
CMS shall maintain at its own expense insurance against public
liability in a reasonable amount.
23. AML/CIP. CMS agrees to provide anti-money laundering services to each
Trust and to operate the Trust's customer identification program, in each case
in accordance with the written procedures developed by CMS and adopted or
approved by the Trustees of the Trust and with applicable law and regulation.
24. Termination. This Agreement shall continue indefinitely until
terminated (with respect to that Trust) by not less than ninety (90) days'
written notice given by a Trust to CMS or, by six (6) months written notice
given by CMS to the Trust. Upon termination hereof, the relevant Trust shall
pay such compensation as may be due to CMS as of the date of such termination.
25. Successors. In the event that (i) in connection with termination of
this Agreement a successor to any of CMS's duties or responsibilities hereunder
is designated by a Trust by written notice to CMS, or (ii) CMA exercises its
prerogative under paragraph 1 hereof to assume the duties and functions of CMS
hereunder, CMS shall promptly, at the expense of the Trust (in the case of an
event described in (i) above), transfer to such successor or CMA, as the case
may be, a certified list of the shareholders of the Funds (with name, address
and taxpayer identification or Social Security number), and historical record of
the account of each shareholder and the status thereof, all other relevant
books, records, correspondence and other data established or maintained by
CMS under this Agreement in form reasonably acceptable to the Trust (if such
form differs from the form in which CMS has maintained the same, the Trust
shall pay any expenses associated with transferring the same to such form), and
will cooperate in the transfer of such duties and responsibilities, including
provision for assistance from CMS's personnel in the establishment of books,
records and other data by such successor or CMA. CMS shall, in the case of an
event described in (i) above, be entitled to reasonable compensation and
reimbursement of its out-of-pocket expenses in respect of assistance provided in
accordance with the preceding sentence. Also, in the event of the termination
of this Agreement, to the extent permitted by the agreements or licenses
described below, CMS and CMA shall, if requested by the Trustees of the Trust,
assign to any entity wholly owned, directly or indirectly, by Columbia
Management Group, Inc. (or its successors) or by the Trust, or any of them, all
of their rights under any existing agreements to which either of them is a party
and pursuant to which either has a right to have access to data processing
capability in connection with the services contemplated by this Agreement and
under any licenses to use third-party software in connection with the services
contemplated by this Agreement and under any licenses to use third-party
software in connection therewith, and in connection with such assignment shall
grant to the assignee an irrevocable right and license or sublicenses, on a
non-exclusive basis, to use any software used in connection therewith and, on
an exclusive basis, any proprietary rights or interest which it has under such
agreements or licenses.
26. Use of Affiliated Companies and Subcontractors. In connection with the
services to be provided by CMS or CMA under this Agreement, either CMS or CMA
may, to the extent it deems appropriate, and subject to compliance with the
requirements of applicable laws and regulations and upon receipt of approval of
the Trustees, make use of (i) its affiliated companies and their directors,
trustees, officers and employees and (ii) subcontractors selected by it,
provided that it shall supervise and remain fully responsible for the services
of all such third parties in accordance with and to the extent provided in this
Agreement. All costs and expenses associated with services provided by any such
third parties shall be borne by CMS, CMA or such parties, except to the extent
specifically provided otherwise in this Agreement.
27. Confidentiality. Each of CMS and CMA agrees on behalf of itself and
its employees to treat confidentially and as proprietary information of each
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 CMS or CMA 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.
28. Compliance. Each of CMS and CMA agree to comply with all applicable
federal, state and local laws and regulations, codes, orders and government
rules in the performance of its duties under this Agreement. Each of CMS and
CMA agree to provide each Trust with such certifications, reports and other
information as the Trust may reasonably request from time to time to assist it
in complying with, and monitoring for compliance with, applicable laws, rules
and regulations.
29. Miscellaneous. This Agreement shall be construed in accordance with a
nd governed by the laws of the Commonwealth of Massachusetts.
The captions in this Agreement are included for convenience of
reference only and in no way define or limit any of the provisions of this
Agreement 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 taken together shall constitute one and the
same instrument.
A copy of the Agreement and Declaration of Trust of the Trusts that are
organized as Massachusetts business trusts, as amended or restated from time to
time, is on file with the Secretary of the Commonwealth of Massachusetts, and
notice is hereby given that this Agreement is executed on behalf of each of
these Trusts by an officer or Trustee of the Trust in his or her capacity as an
officer or Trustee of the Trust and not individually and that the obligations of
or arising out of this Agreement are not binding upon any of the Trustees,
officers or shareholders individually but are binding only upon the assets and
property of the Trust. Furthermore, notice is given that the assets and
liabilities of each series of each Trust is separate and distinct and that the
obligations of or arising out of this Agreement with respect to the series of
each Trust are several and not joint, and to the extent not otherwise reasonably
allocated among such series by the Trustees of the Trust, shall be deemed to
have been allocated in accordance with the relative net assets of such series,
and CMS and CMA agree not to proceed against any series for the obligations of
another series.
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Transfer, Dividend Disbursing and Shareholders' Servicing Agent Agreement
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
COLUMBIA FUNDS SERIES TRUST I on behalf of its series listed on
Schedule A
COLUMBIA FUNDS INSTITUTIONAL TRUST on behalf of its series listed on
Schedule A
COLUMBIA FUNDS VARIABLE INSURANCE TRUST
on behalf of its series listed on Schedule A
By: /s/ Xxxxxxxxxxx Xxxxxx
Name: Xxxxxxxxxxx Xxxxxx
Title: President
COLUMBIA MANAGEMENT SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: President
COLUMBIA MANAGEMENT ADVISORS, LLC
By:/s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Managing Director
SCHEDULE A
TRUST SERIES
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 CityCalifornia 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 CityCityLiberty 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
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
Columbia Funds Variable Insurance Trust Columbia Asset Allocation Fund, VS
Columbia Federal Securities Fund, VS
Columbia International Fund, VS
Columbia Large Cap Growth Fund, VS
Columbia Large Cap Value Fund, VS
Columbia Mid Cap Value Fund, VS
Columbia Money Market Fund, VS
Columbia S&P 500 Index Fund, VS
Columbia Small Cap Value Fund, VS
Columbia Small Company Growth Fund, VS
Columbia Strategic Income Fund, VS
SCHEDULE B
Payments under the Agreement to CMS shall be made in the first two weeks of the
month following the month in which a service is rendered or an expense incurred.
Each Fund shall pay to CMS for the services to be provided by CMS under the
Agreement an amount equal to the sum of the following:
1. A per account fee as agreed to from time to time by the Fund and CMS;
PLUS
2. The Fund's Allocated Share of CMS Reimbursable Out-of-Pocket Expenses;
PLUS
3. Sub-Transfer Agency Fees.
In addition, CMS shall be entitled to retain as additional compensation for its
services all CMS revenues for fees for wire, telephone, and redemption orders,
XXX trustee agent fees and account transcripts due CMS from shareholders of the
Fund and interest (net of bank charges) earned with respect to balances in the
accounts referred to in paragraph 2 of the Agreement.
All determinations hereunder shall be in accordance with generally accepted
accounting principles and subject to audit by the Funds' independent
accountants.
Definitions
"Allocated Share" for any month means that percentage of CMS
Reimbursable Out-of-Pocket Expenses which would be allocated to a Fund
for such month in accordance with the methodology described below under
the heading "Methodology of Allocating CMS Reimbursable Out-of-Pocket
Expenses."
"CMS Reimbursable Out-of-Pocket Expenses" means (i) out-of-pocket
expenses incurred on behalf of the Funds by CMS for stationery, forms,
postage and similar items and those expenses identified as "Out-of-
Pocket Expenses" below and (ii) networking account fees paid to dealer
firms by CMS on shareholder accounts established or maintained pursuant
to the National Securities Clearing Corporation's networking system,
which fees are approved by the Trustees from time to time.
"Sub-Transfer Agency Fees" means such fees and expenses paid by CMS or
its affiliates to third-party dealer firms or transfer agents that
maintain omnibus accounts with a Fund as agreed to from time to time by
the Fund and CMS.
"Out-of-Pocket Expenses" also include, but are not limited to, the
following items:
* Microfiche/microfilm production
* Magnetic media tapes and freight
* Printing costs, including certificates, envelopes,
checks and stationery
* Postage bulk, pre-sort, ZIP+4, barcoding, first class
direct pass through to the Trust
* Telephone and telecommunication costs, including all
lease, maintenance and line costs
* Proxy solicitations, mailings and tabulations
* Daily & Distributions advice mailings
* Shipping, Certified and Overnight mail and insurance
* Year-end forms and mailings
* Duplicating services
* Courier services
* Record retention as required by the Trust, retrieval
and destruction costs, including, but not limited to,
exit fees charged by third party record keeping
vendors
* Third party audit reviews
* Such other miscellaneous expenses reasonably incurred
by CMS in performing its duties and responsibilities
under this Agreement.
The Funds agree that postage and mailing expenses will be paid on the day of or
prior to mailing as agreed with CMS. In addition, the Funds will promptly
reimburse CMS for any other unscheduled expenses incurred by CMS whenever the
Funds and CMS mutually agree that such expenses are not otherwise properly borne
by CMS as part of its duties under the Agreement.
Methodology of Allocating CMS Reimbursable Out-of-Pocket Expenses
CMS Reimbursable Out-of-Pocket Expenses are allocated to the Funds as follows:
A. Identifiable Based on actual services performed and invoiced to a
Fund.
B. Unidentifiable Allocation will be based on three evenly weighted
factors.
- number of shareholder accounts
- number of transactions
- average assets
