Exhibit (e)(2)
EXECUTION COPY
COLUMBIA FUNDS
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.
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
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.
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: /s/ Xxxxxxxxxxx X. Xxxxxx
--------------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: President
Accepted and Agreed to:
COLUMBIA MANAGEMENT DISTRIBUTORS, INC.
By:
--------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: President, Intermediary Distribution
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:
--------------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: President
Accepted and Agreed to:
COLUMBIA MANAGEMENT DISTRIBUTORS, INC.
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: President, Intermediary Distribution
SCHEDULE I
TRUST SERIES
----- -------
Columbia Funds Trust I
Columbia High Yield Opportunity Fund
Columbia Strategic Income Fund
Columbia Tax-Managed Growth Fund
Columbia Tax-Managed Growth Fund II
Columbia Tax-Managed Value Fund
Columbia Funds Trust II
Columbia Newport Greater China Fund
Columbia Money Market Fund
Columbia Funds Trust III
Columbia Mid Cap Value Fund
Columbia Liberty Fund
Columbia Global Equity Fund
Columbia Intermediate Government Income Fund
Columbia Quality Plus Bond Fund
Columbia Federal Securities Fund
Columbia Funds Trust IV
Columbia Tax-Exempt Fund
Columbia Tax-Exempt Insured Fund
Columbia Utilities Fund
Columbia Municipal Money Market Fund
Columbia Funds Trust V
Columbia California Tax-Exempt Fund
Columbia Connecticut Tax-Exempt Fund
Columbia Massachusetts Tax-Exempt Fund
Columbia New York Tax-Exempt Fund
Columbia Large Company Index Fund
Columbia U.S. Treasury Index Fund
Columbia Small Company Index Fund
Columbia Intermediate Tax-Exempt Bond Fund
Columbia Massachusetts Intermediate Municipal Bond
Fund
Columbia Connecticut 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 Florida Intermediate Municipal Bond Fund
Columbia Pennsylvania Intermediate Municipal Bond
Fund
Columbia Funds Trust VI
Columbia Growth & Income Fund
Columbia Small Cap Value Fund
Columbia Funds Trust VII
Columbia Newport Tiger Fund
Columbia Funds Trust VIII
Columbia Income Fund
Columbia Intermediate Bond Fund
Columbia Funds Trust IX
Columbia High Yield Municipal Fund
Columbia Managed Municipals Fund
Columbia Funds Trust XI
Columbia Young Investor Fund
Columbia Growth Stock Fund
Columbia Asset Allocation Fund
Columbia Dividend Income Fund
Columbia Large Cap Core Fund
Columbia Large Cap Growth Fund
Columbia Disciplined Value Fund
Columbia Small Cap Fund
Columbia Small Company Equity Fund
Columbia Balanced Fund, Inc.
Columbia Daily Income Company, Inc.
Columbia Fixed Income Securities Fund, Inc.
Columbia High Yield Fund, Inc.
Columbia International Stock Fund, Inc.
Columbia Oregon Municipal Bond Fund, Inc.
Columbia Real Estate Equity Fund, Inc.
Columbia Short Term Bond Fund, Inc.
Columbia Small Cap Growth Fund, Inc.
Columbia Mid Cap Growth Fund, Inc.
Columbia Strategic Investor Fund, Inc.
Columbia Technology Fund, Inc.
CMG Fund Trust
CMG Strategic Equity Fund
CMG Small Cap 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.
