TRANSFER AND DIVIDEND DISBURSING AGENT AGREEMENT AMENDED AND RESTATED
Exhibit (h)(2)
AMENDED AND RESTATED
This agreement (the “Agreement”) is made as of September 7, 2010, amended and restate March
11, 2011, by and between the trust or corporation acting on behalf of its 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 or corporations) (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), and Columbia Management Investment Services Corp., a
Minnesota corporation (“CMISC”).
WHEREAS, each Trust is a registered investment company and desires that CMISC
perform certain services for the Funds; and
WHEREAS, CMISC 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 CMISC to act as Transfer Agent and
Dividend Disbursing Agent for the Funds, and CMISC accepts such appointments and will perform the
respective duties and functions of such appointments in the manner hereinafter set forth.
2. Compensation. Each Trust shall pay to CMISC, or to such person(s) as CMISC 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 the Board of Trustees/Directors (the “Board”) 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 CMISC referred to in paragraphs 5, 8, and 9 of this Agreement, net of
any charges imposed by the bank(s) at which CMISC maintains such accounts.
3. Copies of Documents. Each Trust will furnish CMISC with copies of the following
documents: the Declaration of Trust of the Trust and all amendments thereto; and the Trust’s
registration statement (the “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 each such Registration Statement, as from time to time amended
and supplemented, together are herein collectively referred to as the “Prospectus.”
4. 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. CMISC shall cancel
such lost or destroyed certificate, and, provided that the purported holder of such lost or
destroyed certificate furnishes to CMISC an affidavit of loss of the shares represented by such
lost or destroyed certificate in a form satisfactory to CMISC, supported by an appropriate bond
satisfactory to CMISC and the Trust and issued by a surety company satisfactory to CMISC, CMISC
shall reflect the ownership by such holder of the shares represented by such lost or destroyed
certificate in its book entry system.
5. Receipt of Funds for Investment. CMISC will maintain one or more accounts with its
cash management bank into which it will deposit funds payable to CMISC as agent for, or otherwise
identified as being for the account of, each Fund, and will promptly thereafter deposit such funds
in the Fund’s account with its custodian (the “Custodian”) and notify the Fund of such deposits in
writing.
6. Shareholder Accounts. Upon receipt of any funds referred to in paragraph 5 hereof,
CMISC will compute the number of shares purchased by the shareholder according to the net asset
value of Fund shares next determined after such receipt; 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; and
(b) 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;
all subject to any reasonable instructions which the Fund’s principal underwriter (the
“Distributor”) or a Trust may give to CMISC with respect to rejection of orders for shares and in
accordance with the Prospectus.
7. 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, CMISC will take such
steps, including imposition of a reasonable processing or handling fee on such shareholder or
investor, as CMISC may, in CMISC’s discretion, deem appropriate, or as a Trust or the Distributor
may instruct CMISC.
8. Dividends and Distributions. Each Trust will promptly notify CMISC of the
declaration of any dividend or distribution with respect to shares of Funds of such Trust, 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, CMISC 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 CMISC sufficient funds therefor
in a dividend and distribution account maintained by CMISC with the Custodian. As Dividend
Disbursing Agent, CMISC 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, CMISC
will make or cause to be recorded appropriate credits to their accounts and prepare and mail to
shareholders a confirmation statement. CMISC will replace lost or stolen checks issued to a
shareholder upon receipt of proper notification and will maintain any stop payment order against
the lost or stolen checks, subject to the imposition of a reasonable processing or handling fee on
such shareholder, as CMISC may, in CMISC’s discretion, deem appropriate, or as each Trust or the
Distributor may instruct CMISC.
9. Repurchase and Redemptions. CMISC will receive and stamp with the date of receipt
all requests delivered to CMISC for repurchase or redemption of shares and CMISC will process such
repurchases as agent for the Distributor and such redemptions as agent for each Trust as follows,
all in accordance with the terms and procedures set forth in the Fund’s Prospectus:
(a) If such request complies with standards for repurchase or redemption approved from time to
time by the Trust, CMISC will, on or prior to the seventh calendar day succeeding the receipt of
any such request for repurchase or redemption in good order, pay to the shareholder from funds
deposited by the Trust from time to time in a repurchase and redemption account maintained by CMISC
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 request does not comply with said standards for repurchase or redemption as
approved by the Trust, CMISC 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) CMISC 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 that were
received by CMISC in proper form on the previous business day, such notification to be confirmed in
writing.
10. Exchanges and Transfers. Upon receipt by CMISC of a request to exchange Fund
shares held in a shareholder’s account for shares of another Fund, CMISC will verify that the
exchange request is made by authorized means and that the requested exchange is in accordance with
the Trust’s applicable policies 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 CMISC of a request to
transfer Fund shares accompanied by such endorsements, instruments of assignment or evidence of
succession as CMISC may require and further 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, CMISC 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.
11. Tax Forms and Reports. CMISC will prepare, file with the Internal Revenue Service
and with any other foreign, federal, state or local governmental agency which may require such
filing, and, if required, mail to shareholders such forms and reports 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 CMISC will withhold from distributions to shareholders such sums
as are required to be withheld under applicable foreign, federal and state income tax laws, rules
and regulations.
12. Record Keeping. CMISC will maintain records, which at all times will be the
property of each 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 record address, and any correspondence or instructions or privileges
(such as a telephone exchange privilege), relating to the maintenance of a shareholder’s account.
In addition, CMISC will keep and maintain on behalf of each respective Trust all records which
the Trust or CMISC is required to keep and maintain pursuant to any applicable statute, rule or
regulation, including without limitation, Rules 17Ad-6 and 17Ad-7 under the Securities Exchange Act
of 1934, and 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.
13. Other Information Furnished. CMISC will furnish to each Trust and the Distributor
or to third parties at their direction, such as the Trust’s Blue Sky service provider, such other
information, including shareholder lists and statistical information as may be agreed upon from
time to time between CMISC and the Trust. CMISC shall notify a 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. CMISC will also provide reports pertaining to the services
provided under this Agreement as the Trust or its Board may reasonably request.
14. Shareholder Inquiries. CMISC 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 or
communications as may from time to time be mutually agreed upon between CMISC and each Trust.
CMISC also will respond promptly to telephone inquiries from shareholders with respect to existing
accounts.
15. Communications to Shareholders and Meetings. CMISC will determine all
shareholders entitled to receive, and will address and mail, all communications by a Trust to its
shareholders, including annual and semi-annual reports to shareholders, proxy material for meetings
of shareholders, dividend notifications, and other periodic communications to shareholders. CMISC
will receive, examine and tabulate returned and completed proxy cards for meetings of shareholders
and certify the vote to the Trust.
16. Other Services. If and as requested by the Trust (and as mutually agreed upon by
the parties as to any reasonable out-of-pocket expenses), CMISC shall provide any additional
related services, including but not limited to services pertaining to escheatments, abandoned
property, garnishment orders, bankruptcy and divorce proceedings, Internal Revenue Service or state
tax authority tax levies and summonses, and U.S. Treasury Office of Foreign Assets Control and all
matters relating to the foregoing.
17. Insurance. CMISC will maintain adequate insurance coverage with respect to the
services provided under this Agreement, and will not allow such insurance coverage to lapse,
without the prior written consent of each Trust.
18. Service Levels. CMISC agrees to report to the Board of each Trust on the nature
and quality of the services it provides to the Funds under this Agreement, as may be requested by
the Board from time to time.
19. Duty of Care and Indemnification. CMISC will at all times use reasonable care and
act in good faith in performing its duties hereunder. CMISC 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, so long as CMISC maintains comprehensive business
continuity plans and procedures pursuant to Section 26 hereof.
CMISC 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 the Board 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. CMISC may seek from counsel for a Trust, at
the Trust’s expense, or its own counsel advice whenever it deems it appropriate. With respect to
any action reasonably taken on the basis of such certifications or instructions or in accordance
with the advice of counsel for a Trust, the Trust will indemnify and hold harmless CMISC from any
and all losses, claims, damages, liabilities and expenses (including reasonable
counsel fees and expenses), provided that such certifications or instructions are not provided
by an employee of CMISC or any affiliate of CMISC.
Each Trust will indemnify CMISC against and hold CMISC harmless from any and all losses,
claims, damages, liabilities and expenses (including reasonable counsel fees and expenses) arising
out of or in connection with any material breach by a Trust of any provision of this Agreement
provided that such claim, demand, action or suit is not the result of CMISC’s bad faith or
negligence.
In any case in which a Trust may be asked to indemnify or hold harmless CMISC, CMISC shall
advise the Trust of all pertinent facts concerning the situation giving rise to the claim or
potential claim for indemnification, and CMISC shall use reasonable care to identify and notify the
Trust promptly concerning any situation which presents or appears likely to present a claim for
indemnification.
20. Employees. CMISC is responsible for the employment, control and conduct of its
agents and employees and for injury or harm to such agents or employees or to others caused by such
agents or employees. CMISC assumes full responsibility for its agents and employees under
applicable statutes and agrees to pay all employer taxes thereunder.
21. AML/CIP. CMISC agrees to use its best efforts 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 CMISC and adopted or approved by the Board of
the Trust and with applicable law and regulation. CMISC further agrees to cooperate with any
request from examiners or other personnel of U.S. Government agencies having jurisdiction over the
Trust for information and records relating to the anti-money laundering procedures or services and
consents to inspection by such examiners or other personnel for this purpose.
22. Termination. This Agreement shall continue indefinitely until terminated (with
respect to any Trust) by not less than sixty (60) days’ written notice given by the Trust to CMISC
or by six (6) months’ written notice given by CMISC to the Trust. Upon termination hereof, the
relevant Trust shall pay such compensation as may be due to CMISC as of the date of such
termination.
23. Successors. In the event that in connection with termination of this Agreement a
successor to any of CMISC’s duties or responsibilities hereunder is designated by a Trust by
written notice to CMISC, CMISC shall promptly, at the expense of the Trust, transfer to such
successor a certified list of the shareholders of the Funds (with name, address and taxpayer
identification or Social Security number), the historical record of the account of each shareholder
and the status thereof, and all other relevant books, records, correspondence and other data
established or maintained by CMISC under this Agreement in a form reasonably acceptable to the
Trust (if such form differs from the form in which CMISC 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 CMISC’s
personnel in the establishment of books, records and other data by such successor. CMISC shall be
entitled to reasonable compensation and reimbursement of its out-of-pocket expenses in
respect of assistance provided in accordance with the preceding sentence, unless such
termination resulted from a material breach of this Agreement by CMISC or was caused by CMISC.
Also, in the event of the termination of this Agreement, to the extent permitted by the agreements
or licenses described below, CMISC shall, if requested by the officers on behalf of the Board of
the Trust, use reasonable efforts to assign to the Trust, or its designee, such portion of its
rights under any existing agreements to which it is a party and pursuant to which it 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 as is applicable to the Trust, 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.
24. Use of Affiliated Companies and Subcontractors. In connection with the services
to be provided by CMISC under this Agreement, CMISC 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 Board of a Trust, make use of (i) its affiliated companies and their directors,
trustees, officers and employees and (ii) subcontractors selected by it, with the understanding
that there shall be no diminution in the quality or level of services provided to the Trust, and
provided that CMISC 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 CMISC or such
parties, except to the extent specifically provided otherwise in this Agreement.
25. Confidentiality. CMISC 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 CMISC 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. Furthermore, CMISC
will implement procedures reasonably designed to safeguard information in accordance with the
Fund’s privacy policy as adopted by the Board and with applicable laws and regulations.
26. Compliance. CMISC agrees to comply with all applicable federal, state and local
laws and regulations, codes, orders, self-regulatory organization guidelines or regulations, and
government rules in the performance of its duties under this Agreement. CMISC agrees to provide
each Trust with such certifications, reports and other information, and reasonable access to
appropriate personnel and facilities, 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. CMISC will implement, test and maintain comprehensive business continuity plans and
procedures as appropriate to provide uninterrupted services to the Trust pursuant to this
Agreement. Notwithstanding anything else in this Agreement, CMISC will perform all services
covered by the Agreement in a manner so as to conform with the procedures and arrangements
described in the Fund’s Prospectus.
27. Market Timing. CMISC will assist other service providers of the Trust as
necessary in the implementation of the Trust’s market timing policy adopted by the Board, as set
forth in the Fund’s Prospectus. Furthermore, to the extent applicable, CMISC will carry out its
obligations set forth in the Fund’s Compliance Program concerning the implementation and
administration of policies and procedures relating to Rule 22c-2 under the 1940 Act.
28. Miscellaneous. This Agreement shall be construed in accordance with and 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. This Agreement may be amended or modified only by a written document signed by both
parties hereto. All provisions regarding indemnification, liability, and limits thereon, and
confidentiality shall survive the termination of this Agreement. This Agreement, including the
attached Schedules, sets forth the entire understanding of the parties hereto with respect to the
subject matter hereof and incorporates, merges and supersedes any and all prior understandings and
communications, whether written or oral, with respect to such subject matter.
A copy of the Agreement and Declaration of Trust of the Trusts that are organized as
Massachusetts business trusts are on file with the Secretary of the Commonwealth of Massachusetts,
and CMISC acknowledges that this Agreement is executed on behalf of each Trust by an officer
thereof in his or her capacity as an officer thereof and not individually, and that the
obligations of or arising out of this Agreement are not binding upon any of the trustees, officers,
employees, agents or shareholders of the Trusts individually, but are binding solely upon the
assets and property of the Trusts. CMISC further acknowledges that the assets and
liabilities of each Fund that is a series of a Trust are separate and distinct and that
the obligations of or arising out of this Agreement with respect to each Fund that is a series of
a Trust are binding solely upon the assets or property of such Fund. CMISC also agrees
that obligations of or arising out of this Agreement with respect to each Fund that is a series of
a Trust shall be several and not joint, in accordance with its proportionate interest
hereunder, and agrees not to proceed (by way of claim, set-off or otherwise) against any Fund for
the obligations of another Fund.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the date first above written.
| EACH TRUST DESIGNATED IN SCHEDULE A | ||||
| on behalf of their respective series listed on Schedule A | ||||
By:
|
/s/ J. Xxxxx Xxxxxxxxxxx
|
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| Title: President | ||||
| COLUMBIA MANAGEMENT INVESTMENT SERVICES CORP. | ||||
By:
|
/s/ Xxxxx Xxxxx
|
|||
| Title: President | ||||
SCHEDULE A
As of March 7, 2011
As of March 7, 2011
RiverSource Variable Series Trust |
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Disciplined Asset Allocation Portfolios — Aggressive |
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Disciplined Asset Allocation Portfolios — Conservative |
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Disciplined Asset Allocation Portfolios — Moderate |
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Disciplined Asset Allocation Portfolios — Moderately Aggressive |
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Disciplined Asset Allocation Portfolios — Moderately Conservative |
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RiverSource Variable Portfolio — Balanced Fund |
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RiverSource Variable Portfolio — Cash Management Fund |
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RiverSource Variable Portfolio — Core Equity Fund |
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RiverSource Variable Portfolio — Diversified Bond Fund |
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RiverSource Variable Portfolio — Diversified Equity Income Fund |
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RiverSource Variable Portfolio — Dynamic Equity Fund |
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RiverSource Variable Portfolio — Global Bond Fund |
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RiverSource Variable Portfolio — Global Inflation Protected Securities Fund |
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RiverSource Variable Portfolio — High Yield Bond Fund |
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RiverSource Variable Portfolio — Income Opportunities Fund |
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RiverSource Variable Portfolio — Limited Duration Bond Fund |
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RiverSource Variable Portfolio — Mid Cap Growth Fund |
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RiverSource Variable Portfolio — Mid Cap Value Fund |
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RiverSource Variable Portfolio — S&P 500 Index Fund |
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RiverSource Variable Portfolio — Short Duration U.S. Government Fund |
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RiverSource Variable Portfolio — Strategic Income Fund |
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Xxxxxxxx Global Technology Portfolio |
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Xxxxxxxx Variable Portfolio — Growth Fund |
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Xxxxxxxx Variable Portfolio — Larger-Cap Value Fund |
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Xxxxxxxx Variable Portfolio — Smaller-Cap Value Fund |
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Threadneedle Variable Portfolio — Emerging Markets Fund |
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Threadneedle Variable Portfolio — International Opportunity Fund |
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Variable Portfolio — Aggressive Portfolio |
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Variable Portfolio — AllianceBernstein International Value Fund |
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Variable Portfolio — American Century Diversified Bond Fund |
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Variable Portfolio — American Century Growth Fund |
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Variable Portfolio — Columbia Xxxxxx International Equities Fund |
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Variable Portfolio — Columbia Xxxxxx U.S. Equities Fund |
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Variable Portfolio — Conservative Portfolio |
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Variable Portfolio — Xxxxx New York Venture Fund |
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Variable Portfolio — Xxxxx Xxxxx Floating-Rate Income Fund |
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Variable Portfolio — Xxxxxxx Xxxxx Mid Cap Value Fund |
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Variable Portfolio — Invesco International Growth Fund |
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Variable Portfolio — X.X. Xxxxxx Core Bond Fund |
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Variable Portfolio — Xxxxxxxx Mid Cap Growth Fund |
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Variable Portfolio — Xxxxxxx Growth Fund |
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Variable Portfolio — MFS Value Fund |
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Variable Portfolio — Moderate Portfolio |
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Variable Portfolio — Moderately Aggressive Portfolio |
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Variable Portfolio — Moderately Conservative Portfolio |
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Variable Portfolio — Mondrian International Small Cap Fund |
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Variable Portfolio — Xxxxxx Xxxxxxx Global Real Estate Fund |
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Variable Portfolio — NFJ Dividend Value Fund |
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Variable Portfolio — Nuveen Xxxxxxx Large Cap Growth Fund |
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Variable Portfolio — Partners Small Cap Growth Fund |
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Variable Portfolio — Partners Small Cap Value Fund |
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Variable Portfolio — PIMCO Mortgage-Backed Securities Fund |
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Variable Portfolio — Pyramis International Equity Fund |
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Variable Portfolio — Xxxxx Fargo Short Duration Government Fund |
Xxxxxxxx Portfolios, Inc. |
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Xxxxxxxx Capital Portfolio |
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Xxxxxxxx Communications and Information Portfolio |
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Xxxxxxxx Large-Cap Value Portfolio |
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Xxxxxxxx Smaller-Cap Value Portfolio |
SCHEDULE B
Payments under the Agreement to CMISC shall be made in the first two weeks of the month following
the month in which a service is rendered or an expense incurred.
Transfer agency fees for each of Class 1, Class 2 and Class 3 shares shall be calculated at the
annual rate of 0.06% of the net assets attributable to such class.
In addition, CMISC shall be entitled to retain as additional compensation for its services all
CMISC revenues for fees for wire, telephone, and redemption orders, account transcripts due CMISC
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.
Except as expressly provided in the Agreement, CMISC shall not be entitled to reimbursement for
out-of-pocket expenses. The Funds will promptly reimburse CMISC for any other unscheduled expenses
incurred by CMISC whenever the Funds and CMISC mutually agree that such expenses are not otherwise
properly borne by CMISC as part of its duties under the Agreement.
