Exhibit 99(h1)
SHAREHOLDERS' SERVICING AND TRANSFER AGENT AGREEMENT
Agreement made as of this October 21, 2002, between each investment company
or series thereof listed on Appendix I hereto (as the same may from time to time
be amended to add one or more additional investment companies or series thereof
advised by an affiliate of Columbia Management Group, Inc. ("CMG") or to delete
one or more of such investment companies or series thereof), each of such
investment companies or series thereof acting severally on its own behalf and
not jointly with any of such other companies (each of such investment companies
or series thereof being hereinafter referred to as the "Fund" and collectively
as the "Funds"), and Liberty Funds Services, Inc. ("LFS") a Massachusetts
corporation. Each Fund may offer multiple classes of shares.
WHEREAS, the Fund desires that LFS perform certain services for the Fund;
and
WHEREAS, LFS 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. The Funds hereby appoint LFS 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, and LFS accepts such appointments and will perform
the respective duties and functions of such offices in the manner hereinafter
set forth.
2. COMPENSATION. Each Fund shall pay to LFS for its services rendered and
its costs incurred in connection with the performance of its duties hereunder,
such compensation and reimbursement as may from time to time be approved by vote
of the Directors of the Fund.
Schedule A attached hereto sets forth the compensation and reimbursement
arrangements to be effective October 19, 2002 and the treatment of all interest
earned with respect to balances in the accounts maintained by LFS with the
Fund's custodian (the "Custodian"), referred to in paragraphs 6, 10 and 11
hereof, net of any charges by the Custodian in connection with such accounts,
and all interest earned with respect to balances in the accounts maintained by
the Distributor for the Columbia Funds, Liberty Funds Distributor, Inc., (the
"Distributor"), a subsidiary of CMG, in connection with the sale and redemption
of shares of the Fund, net of any charges by the Distributor in connection with
such accounts.
Schedule B attached hereto sets forth the compensation and reimbursement
arrangements to be effective commencing November 1, 2002 and the treatment of
all interest earned with respect to balances in the accounts maintained by LFS
with the Fund's custodian (the "Custodian"), referred to in paragraphs 6, 10 and
11 hereof, net of
1
any charges by the Custodian in connection with such accounts, and all interest
earned with respect to balances in the accounts maintained by the Fund's
Distributor (the "Distributor"), a subsidiary of CMG, in connection with the
sale and redemption of shares of the Fund, net of any charges by the Distributor
in connection with such accounts.
3. COPIES OF DOCUMENTS. The Fund will furnish LFS with copies of the
following documents: the Articles of Incorporation of each Fund and all
amendments thereto; the By-Laws of each Fund, as amended from time to time; and
each Fund'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. Each
Prospectus and Statement 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. Unless the Directors of each of the Funds shall
have resolved that the Fund's shares, or all of the shares of a particular
series or class of such shares, shall be issued in uncertificated form, LFS
shall maintain a sufficient supply of blank share certificates representing such
shares, in the form approved from time to time by the Directors of the Fund.
Such blank share certificates shall be properly signed, manually or by facsimile
signature, by the duly authorized officers of the Fund, and shall bear the seal
or facsimile thereof of the Fund; and not withstanding the death, resignation or
removal of any officer of the Fund authorized to sign such share certificates,
LFS may continue to countersign certificates which bear the manual or facsimile
signature of such officer until otherwise directed by the Fund.
5. LOST OR DESTROYED CERTIFICATES. In case of the alleged loss or
destruction of any share certificate, no new certificate shall be issued in lieu
thereof, unless there shall first be furnished to LFS an affidavit of loss or
non-receipt by the holder of shares with respect to which a certificate has been
lost or destroyed, supported, at the discretion of LFS, by an appropriate bond
satisfactory to LFS and the Fund issued by a surety company satisfactory to LFS.
6. RECEIPT OF FUNDS FOR INVESTMENT. LFS will maintain one or more
accounts with the Custodian, into which it will deposit funds payable to LFS 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, LFS will determine the amount of any such
funds due a Fund (equal to the number of Fund shares sold by a Fund computed
pursuant to paragraph 7 hereof, multiplied by the net asset value of a Fund's
shares 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, and shall deposit the portion due the
Distributor in its account with such bank as may from time to time be designated
by the Distributor, and then deposit the net amount due a Fund in its account
with the Custodian. LFS shall notify the Distributor and the Custodian,
respectively, (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,
2
calculated pursuant to paragraph 9 hereof) 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, LFS 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) Unless the Directors of a Fund have resolved that all of the
Fund's shares, or all of the shares of a particular series or class, shall be
issued in uncertificated form, and if specifically requested in writing by the
shareholder, countersign, issue and mail a share certificate, by first class
mail, to the shareholder at his or her address as set forth in a share
certificate for full shares purchased;
(c) Send to the shareholder, whether a new or existing 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 the Fund may
give to LFS 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, LFS will:
(a) Give prompt notification to the Distributor of such non-payment;
and
(b) Take such other steps, including imposition of a reasonable
processing or handling fee, as LFS may, in LFS's discretion, deem appropriate,
or as the Fund or the Distributor may instruct LFS.
9. SALES CHARGE. In computing the number of shares to credit to the
account of a shareholder pursuant to paragraph 7 hereof, LFS will calculate the
total of the applicable Distributor sales charges, commission or other amount,
with respect to each purchase as set forth in the Prospectus and in accordance
with any notification filed
3
with respect to combined and accumulated purchases; LFS will also determine the
portion of each sales charge, commission or other amount, 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 LFS.
10. DIVIDENDS AND DISTRIBUTIONS. A Fund will promptly notify LFS 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, LFS 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 the Fund agrees that on or before the
mailing date of such dividend or distribution it will instruct the Custodian to
make available to LFS sufficient funds therefor in the dividend and distribution
account maintained by LFS with the Custodian. As Dividend Disbursing Agent, LFS
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, LFS 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. LFS will receive and stamp with the date
of receipt all certificates and requests delivered to LFS for repurchase or
redemption of shares and LFS will process such repurchases as agent for the
Distributor and such redemptions as agent for the Fund as follows:
(a) If such certificate or request complies with standards for
repurchase or redemption approved from time to time by the Fund, LFS 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 Fund from time to time in the repurchase and redemption
account maintained by LFS with the Custodian, 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 Fund, LFS 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 Fund, shall
so direct;
(c) LFS shall notify the Fund and the Distributor as soon as
practicable on each business day of the total number of Fund shares covered by
requests for
4
repurchase or redemption which were received by LFS 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;
and
(d) send to the shareholder a confirmation indicating the amount of
full and fractional shares redeemed (in the case of fractional shares, recorded
to three decimal places) and the price per share.
12. SYSTEMATIC WITHDRAWAL PLANS. LFS will administer systematic withdrawal
plans pursuant to the provisions of withdrawal orders duly executed by
shareholders and a Fund's Prospectus. Payments upon such withdrawal orders shall
be made by LFS from the appropriate account maintained by the Fund with the
Custodian. Prior to the payment date LFS 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 Prospectus.
13. LETTERS OF INTENT AND OTHER PLANS. LFS will process such letters of
intent for investing in shares as are provided for in the Prospectus, and LFS
will act as escrow agent pursuant to the terms of such letters of intent duly
executed by shareholders. LFS 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. LFS 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, LFS will act as plan agent for
shareholders and in so acting shall not be the agent of the Fund.
14. TAX RETURNS AND REPORTS. LFS will prepare, file with the Internal
Revenue Service and any other federal, state or local governmental agency that
may require such filing, and, if required, mail to shareholders such returns for
reporting dividends and distributions paid by a Fund as are required to be so
prepared, filed and mailed by applicable laws, rules and regulations, and LFS
will withhold such sums as are required to be withheld under applicable Federal
and state income tax laws, rules and regulations.
15. RECORD KEEPING AND REPORTS. LFS will maintain records, which at all
times will be the property of the Funds and available for inspection by the
Funds and Distributor, showing for each shareholder's account the following
information that shall be updated or calculated daily:
(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
is not provided);
5
(b) Number of shares held and number of shares for which certificates
have been issued;
(c) Historical transaction 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 relating to the current maintenance of a
shareholder's account.
In addition, LFS will keep and maintain on behalf of the Funds all records that
the Funds or LFS are 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. LFS shall be obligated to
maintain at its expense the records specifically set forth or contemplated by
this Agreement and those other records necessary to carry out its duties
hereunder, which records will be preserved at the Funds' expense for the periods
prescribed by law.
16. OTHER INFORMATION FURNISHED. LFS will furnish to the Funds and the
Distributor such other information, including shareholder lists and statistical
information as may be agreed upon from time to time between LFS and the Funds.
Notwithstanding the foregoing, LFS shall prepare and distribute to each Fund or
its agent (i) daily reports showing the number of shares outstanding and (ii)
monthly reports showing sales of the Fund's shares by state. LFS shall notify
the Funds of any request or demand to inspect the books and records of the Funds
and will act upon the instructions of the Funds as to the permitting or refusing
such inspection.
17. SHAREHOLDER INQUIRIES. LFS will respond promptly to written
correspondence from shareholders, registered representatives of broker-dealers
engaged in selling Fund shares, the Funds and the Distributor relating to its
duties hereunder, and such other correspondence as may from time to time be
mutually agreed upon between LFS and the Fund. LFS also will respond to
telephone inquiries from shareholders with respect to existing accounts.
18. COMMUNICATIONS TO SHAREHOLDERS AND MEETINGS. LFS will determine all
shareholders entitled to receive, and will address and mail all communications
by the Funds to their shareholders, including quarterly and annual reports to
shareholders, proxy material for meetings of shareholders and periodic
communications to
6
shareholders. LFS will receive, examine and tabulate return proxy cards for
meetings of shareholders and certify the vote to the Funds.
19. INSURANCE. LFS 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 the Funds.
20. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS.
(a) LFS represents that it is registered with the Securities and
Exchange Commission as a transfer agent under Section 17A of the Securities
Exchange Act of 1934, as amended, and will notify the Funds promptly if its
registration is revoked or if any proceeding is commenced before the Securities
and Exchange Commission which may lead to revocation. LFS shall be responsible
for compliance with all laws, rules, and regulations of governmental authorities
having jurisdiction over transfer agents and their activities.
(b) Except for the accuracy of information furnished to Funds by LFS,
the Funds assume full responsibility for the preparation, contents, and
distribution of its prospectuses and for compliance with all applicable
requirements of the 1933 Act, the 1940 Act, and any other laws, rules, or
regulations of governmental authorities with jurisdiction over the Funds.
21. DUTY OF CARE AND INDEMNIFICATION. LFS will at all times use reasonable
care and act in good faith in the performing of its duties hereunder. LFS 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. LFS shall use its best
efforts to minimize the likelihood of damage, loss of data, delays, or errors
resulting from such uncontrollable events, and if damage, loss of data, delays,
or errors occur, LFS shall use its best efforts to mitigate the effects of the
occurrence.
LFS may rely on certifications of the Secretary, any Assistant Secretary,
the President, any Vice President, the Treasurer or any Assistant Treasurer of a
Fund as to proceedings or facts in connection with any action taken by the
shareholders or Directors of the Fund, and upon instructions not inconsistent
with this Agreement from the President, any Vice President, the Treasurer or any
Assistant Treasurer of the Fund. LFS may apply to counsel for the Funds, at the
Funds' expense, or to 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 the Funds, the Funds will indemnify
and hold harmless LFS from any and all losses, claims, damages, liabilities and
expenses (including reasonable counsel fees and expenses).
7
The Funds will indemnify LFS against and hold LFS 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 LFS's bad faith or negligence and arising out of, or in connection with,
its duties on behalf of the Funds under this Agreement.
LFS shall also be indemnified and held harmless by the Funds 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 that presents or appears likely to present a claim for
indemnification.
22. EMPLOYEES. LFS 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. LFS assumes full responsibility for
its agents and employees under applicable statutes and agrees to pay all
employer taxes thereunder.
LFS shall maintain at its own expense insurance against public liability in
a reasonable amount.
23. RENEGOTIATION OF COMPENSATION. LFS agrees that if it provides services
comparable to those contemplated by this Agreement to any other investment
company or group of companies on terms and conditions more favorable than the
terms and conditions applicable under this Agreement, the parties hereto agree
to negotiate in good faith as to whether some adjustment in the compensation
arrangement hereunder might be appropriate.
24. USE OF AFFILIATED COMPANIES AND SUBCONTRACTORS. In connection with the
services to be provided by LFS under this Agreement, LFS may, to the extent it
deems appropriate, and subject to compliance with the requirements of applicable
laws and regulations make use of (i) its affiliated companies and their
directors, trustees, and employees and (ii) subcontractors selected by LFS,
provided that LFS 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 and shall use its best efforts to provide the Funds notice any time
material services will be performed by someone other than LFSI under this
Agreement. Except as otherwise provided in paragraph 2 herein, all costs and
expenses associated with services provided by any such third parties shall be
borne by LFS or such parties.
8
25. CONTINUATION; AMENDMENT; TERMINATION. This Agreement
(a) shall become effective on the date first written above or on such
later date approved by each Fund's Board of Directors, including a majority of
those directors who are not parties to this Agreement or interested persons (as
such term is defined in 1940 Act) thereof. Unless terminated as provided herein,
the Agreement shall continue in full force and effect for one year from the
effective date of this Agreement, and shall continue in effect from year to year
thereafter for successive one (1) year periods if approved at least annually (i)
by a vote of the directors of the Funds and (ii) by a vote of a majority of the
directors for the Funds who are not interested persons or parties to this
Agreement (other than as directors of the Funds).
(b) (i) shall terminate immediately upon the effective date of any
later dated agreement relating to the subject matter hereof, and (ii) may be
terminated, as to any Fund or all Funds, upon 60 days notice without penalty by
a vote of the directors or by LFS. Upon termination the obligations of the
parties under this Agreement shall cease except for unfulfilled obligations and
liabilities arising prior to termination, including compensation owed to LFS as
of the date of termination.
(c) may be amended with the written consent of LFS and the Funds if
the amendment has been approved by the Boards of Directors of the Funds,
including a majority of disinterested directors.
26. SUCCESSORS. In the event that in connection with termination of this
Agreement a successor to any of LFS's duties or responsibilities hereunder is
designated by the Funds by written notice to LFS, LFS shall promptly at the
expense of the Funds, transfer to such successor, a certified list of the
shareholders of the Funds (with name, address and taxpayer identification or
Social Security number), a 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 LFS under this Agreement in form
reasonably acceptable to the Funds (if such form differs from the form in which
LFS has maintained the same, the Funds 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 LFS's
personnel in the establishment of books, records and other data by such
successor. LFS 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. Also, in the event of the termination of this Agreement,
to the extent permitted by the agreements or licenses described below, LFS
shall, if requested by the Boards of the Funds, assign to any entity wholly
owned, directly or indirectly, by CMG or by the funds distributed by the
Distributor collectively, or any of them, all 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 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
9
connection therewith and, on an exclusive basis, any proprietary rights or
interest which it has under such agreements or licenses.
27. PRIVACY POLICY. LFS shall be responsible for complying with the Funds
privacy policies and shall take due care to maintain the privacy of the Funds'
shareholders in a manner consistent with those policies approved by the Funds'
Board from time to time.
28. MISCELLANEOUS. This Agreement shall be construed in accordance with
and governed by the laws of The Commonwealth of Massachusetts.
29. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties, supersedes any agreements previously entered into by them
and may be amended only by written agreement, duly executed on behalf of the
respective parties in accordance with Section 25.
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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
THE FUNDS LISTED ON APPENDIX I
------------------------------------
By:
Title:
LIBERTY FUNDS SERVICES, INC.
------------------------------------
By:
Title:
10
SCHEDULE A
Terms used in the Schedule and not defined herein shall have the meaning
specified in the SHAREHOLDERS' SERVICING AND TRANSFER AGENT AGREEMENT dated
October 21, 2002, and as amended from time to time (the "Agreement"). Payments
under the Agreement to LFS shall be made in the first two weeks of the month
following the month in which a service is rendered or an expense incurred. This
Schedule A shall be effective as of October 21, 2002.
1. Each Fund shall pay LFS for the services to be provided by LFS under
the Agreement an amount equal to the sum of the following:
A monthly fee of
(a) $2.27 per account, with a minimum of $1,500 per Fund PLUS
(b) The Fund's allocated share of Reimbursable Out-of-Pocket Expenses
In addition, LFS shall be entitled to retain as additional compensation for
its services all LFS revenues for Distributor Fees, fees for wire,
telephone, redemption and exchange orders, XXX trustee agent fees and
account transcripts due LFS from shareholders of any Fund and interest (net
of bank charges) earned with respect to balances in the accounts referred
to in paragraph 2 of the Agreement.
2. All determinations hereunder shall be in accordance with generally
accepted accounting principles and subject to audit by the Fund's
independent accountants.
3. DEFINITIONS
"ALLOCATED SHARE" for any month means that percentage of Reimbursable
Out-of-Pocket Expenses which would be allocated to the Fund for such
month in accordance with the methodology described in Exhibit 1
hereto.
"REIMBURSABLE OUT-OF-POCKET EXPENSES" means (i) out-of-pocket expenses
incurred on behalf of the Fund by LFS for stationary, forms, postage
and similar items and (ii) networking account fees paid to dealer
firms by LFS on shareholder accounts established or maintained
pursuant to the National Securities Clearing Corporation's networking
system, which fees are approved by the Directors from time to time.
"DISTRIBUTOR FEES" means the amount due LFS pursuant to any agreement
with the Fund's principal underwriter for processing, accounting and
reporting services in connection with the sale of shares of the Fund.
"FUND" means each of the open-end investment companies or series
thereof listed on Appendix I.
Agreed:
EACH FUND DESIGNATED IN APPENDIX I FROM TIME TO TIME
By:
------------------------------------------
LIBERTY FUNDS SERVICES, INC.
By:
------------------------------------------
11
EXHIBIT 1
METHODOLOGY OF ALLOCATING LFS
REIMBURSABLE OUT-OF-POCKET EXPENSES
1. 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
12
SCHEDULE B
13
APPENDIX I
Columbia Common Stock Fund, Inc.
Columbia Balanced Fund, Inc.
Columbia Growth Fund, Inc.
Columbia Special Fund, Inc.
Columbia Small Cap Fund, Inc.
Columbia Real Estate Equity Fund, Inc.
Columbia International Fund, Inc.
Columbia Technology Fund, Inc.
Columbia Strategic Value Fund, Inc.
Columbia Daily Income Company
Columbia Fixed Income Company, Inc.
Columbia Short Term Bond Fund, Inc.
Columbia High Yield Fund, Inc.
Columbia Oregon Municipal Bond Fund, Inc.
Columbia National Municipal Bond Fund, Inc.
CMC FUND TRUST:
CMC Small Cap Fund
CMC Small/Mid Cap Fund
CMC International Stock Fund
CMC Strategic Equity Fund
CMC High Yield Fund
CMC Fixed Income Securities Fund
CMC Short Term Bond Fund
CMC International Bond Fund
14
