Exhibit (h)(3)
FORM OF
TRANSFER, DIVIDEND DISBURSING AND
SHAREHOLDERS' SERVICING AGENT AGREEMENT
This agreement (the "Agreement") is made as of March __, 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;
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(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.
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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.
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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
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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.
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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
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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 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
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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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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
LIBERTY VARIABLE INVESTMENT TRUST on behalf of its series listed
on Schedule A
STEINROE VARIABLE INVESTMENT TRUST on behalf of its series
listed on Schedule A
By:
---------------------------------
Name: Xxxxxxxxxxx Xxxxxx
Title: President
COLUMBIA MANAGEMENT SERVICES, INC.
By:
---------------------------------
Name: Xxxxxxx X. Xxxxx
Title: President
COLUMBIA MANAGEMENT ADVISORS, LLC
By:
---------------------------------
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 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
----- ------
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
Liberty Variable Investment Trust Columbia International Fund, VS
Liberty Growth & Income Fund, VS
Colonial Strategic Income Fund, VS
Colonial Small Cap Value Fund, VS
Liberty S&P 500 Index Fund, VS
Liberty Select Value Fund, VS
SteinRoe Variable Investment Trust Liberty Money Market Fund, VS
Liberty Federal Securities Fund, VS
Liberty Asset Allocation Fund, VS
Columbia Large Cap Growth Fund, VS
Liberty Small Company Growth 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
