Exhibit (e1)
FORM OF DISTRIBUTION AGREEMENT
COLUMBIA FUNDS
THIS AGREEMENT is made as of March __, 2006, by and between each
Massachusetts business trust (each trust, hereinafter, the "Fund") listed on
Schedule I on behalf of each series of each Fund that is organized as a trust
listed on Schedule I (each, a "Series" and collectively, the "Series"), and
Columbia Management Distributors, Inc., a Massachusetts corporation (the
"Distributor"). Absent written notification to the contrary by either the Fund
or the Distributor, each new investment portfolio established in the future
shall automatically become a "Series" for all purposes hereunder and shares of
each new class established in the future shall automatically become "Shares" for
all purposes hereunder as if set forth on Schedule I.
WHEREAS, the Fund is registered with the Securities and Exchange Commission
(the "SEC") as an open-end management investment company under the Investment
Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Fund desires to retain the Distributor as the exclusive
distributor of the units of beneficial interest in all classes of shares
("Shares") of the Funds and each Series, if applicable, and the Distributor is
willing to render such services; and
WHEREAS, the Distributor is registered as a broker-dealer under the
Securities Exchange Act of 1934, as amended (the "1934 Act") and is a member of
the National Association of Securities Dealers, Inc. (the "NASD").
NOW THEREFORE, in consideration of the promises and mutual covenants herein
contained, it is agreed between the parties hereto as follows:
1. SERVICES AS DISTRIBUTOR.
1.1. The Distributor will act as agent for the distribution of Shares
in accordance with any instructions of the Fund's Board of Trustees or Board of
Directors, as applicable, and with the Fund's registration statement then in
effect under the Securities Act of 1933, as amended (the "1933 Act"), and will
transmit promptly any orders properly received by it for the purchase or
redemption of Shares to the Fund or its transfer agent, or their designated
agents. As used in this Agreement, the term "registration statement" shall mean
any registration statement, specifically including, among other items, any
then-current prospectus together with any related then-current statement of
additional information, filed with the SEC with respect to Shares, and any
amendments and supplements thereto which at any time shall have been filed.
1.2. The Distributor agrees to use appropriate efforts to solicit
orders for the sale of Shares and will undertake such advertising and promotion,
as it believes appropriate in connection with such solicitation. The Distributor
agrees to offer and sell Shares at the applicable public offering price or net
asset value next determined after an order is received. The Fund understands
that the Distributor is and may in the future be the distributor of shares of
other investment company
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portfolios including portfolios having investment objectives similar to those of
the Funds and each Series, if applicable. The Fund further understands that
existing and future investors in the Funds and each Series, if applicable, may
invest in shares of such other portfolios. The Fund agrees that the
Distributor's duties to such portfolios shall not be deemed in conflict with its
duties to the Fund under this paragraph 1.2.
1.3. The Distributor shall, at its own expense, finance such
activities as it deems reasonable and which are primarily intended to result in
the sale of Shares, including, but not limited to, advertising, compensation of
underwriters, dealers and sales personnel, the printing and mailing of
prospectuses to other than current shareholders, and the printing and mailing of
sales literature.
1.4. The Fund shall be responsible for expenses relating to the
execution of any and all documents and the furnishing of any and all information
and otherwise taking, or causing to be taken, all actions that may be reasonably
necessary in connection with the registration of Shares under the 1933 Act and
the Fund under the 1940 Act and the qualification of Shares for sale under the
so-called "blue sky" laws in such states as the Fund directs and in such states
as the Distributor may recommend to the Fund which the Fund approves, and the
Fund shall pay all fees and other expenses incurred in connection with such
registration and qualification. The Fund shall be also responsible for the
preparation, printing and distribution of prospectuses and statements of
additional information to shareholders and the direct expenses of the issue of
Shares.
1.5. The Distributor shall be responsible for preparing, reviewing and
providing advice on all sales literature (e.g., advertisements, brochures and
shareholder communications) with respect to each of the Funds and each Series,
if applicable, and shall file with the NASD or the appropriate regulators all
such materials as are required to be filed under applicable laws and regulations
in compliance with such laws and regulations.
1.6. In connection with all matters relating to this Agreement, the
Fund and the Distributor agree to comply with all applicable laws, rules and
regulations, including, without limitation, all rules and regulations made or
adopted pursuant to the 1933 Act, the 1934 Act, the 1940 Act, the regulations of
the NASD and all other applicable federal and state laws, rules and regulations.
The Distributor agrees to provide the Fund with such certifications, reports and
other information as the Fund may reasonably request from time to time to assist
it in complying with, and monitoring for compliance with, such laws, rules and
regulations.
1.7. Whenever in their judgment such action is warranted by unusual
market, economic or political conditions, or by other circumstances of any kind,
the Fund's officers may decline to accept any orders for, or make any sales of,
Shares until such time as those officers deem it advisable to accept such orders
and to make such sales.
1.8. The Fund shall furnish from time to time, for use in connection
with the sale of Shares, such information with respect to the Funds and each
Series, if applicable, and Shares as the Distributor may reasonably request and
the Fund warrants that such information shall be true and correct. Without
limited the foregoing, the Fund shall also furnish the Distributor upon
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request with: (a) audited annual and unaudited semi-annual statements of the
Fund's books and accounts with respect to each Fund and each Series, if
applicable, and (b) from time to time such additional information regarding the
Funds' and each Series, if applicable, financial condition as the Distributor
may reasonably request.
1.9. The Fund may from time to time adopt one or more distribution
plans pursuant to Rule 12b-1 under the 1940 Act. As compensation for services
rendered hereunder, the Distributor shall be entitled to receive from the Fund
the payments set forth on Schedule II attached hereto, as the same may be
amended from time to time by agreement of the parties. In addition, the
Distributor shall be entitled to retain any front-end sales charge imposed upon
the sale of Shares (and reallow a portion thereof) as specified in the Fund's
registration statement and the Fund shall pay to the Distributor the proceeds
from any contingent deferred sales charge imposed on the redemption of Shares as
specified in the Fund's registration statement. The Distributor, from time to
time, may assign to any third party all or any portion of amounts payable to the
Distributor under this Agreement.
1.10. The Distributor shall prepare reports for the Board of Trustees
or the Board of Directors, as applicable, of the Fund regarding its activities
under this Agreement as from time to time shall be reasonably requested by such
Board, including reports regarding the use of Rule 12b-1 payments received by
the Distributor, if any.
1.11. The Distributor is authorized to enter into written agreements
with banks, broker/dealers and other financial institutions (collectively,
"Intermediaries"), based on such form(s) of sales support agreements as may be
approved by the Board of Trustees or the Board of Directors, as applicable, from
time to time. The Distributor also may enter into such agreements based on such
additional forms of agreement as it deems appropriate, provided that the
Distributor determines that the Fund's responsibility or liability to any person
under, or on account of any acts or statements of any such selling agent under,
any such sales support agreement does not exceed its responsibility or liability
under the form(s) approved by the Board of Trustees or the Board of Directors,
as applicable, and provided further that the Distributor determines that the
overall terms of any such sales support agreement are not materially less
advantageous to the Fund than the overall terms of the form(s) approved by the
Board of Trustees or Board of Directors, as applicable. In entering into and
performing such agreements, the Distributor shall act as principal and not as
agent for the Fund or any Series. Upon the failure of any Intermediary to pay
for any order for the purchase of Shares in accordance with the terms of the
Fund's or any Series, if applicable, prospectus, the Fund or any Series, if
applicable, shall have the right to cancel the sale of such Shares and thereupon
the Distributor shall be responsible for any loss sustained as a result thereof.
2. REPRESENTATIONS; INDEMNIFICATION.
2.1. The Fund represents to the Distributor that all registration
statements with respect to Shares and shareholder reports with respect to Funds
or any Series, if applicable, filed by the Fund with the SEC, have been prepared
in conformity with the requirements of the 1933 Act, the 1934 Act and the 1940
Act, as applicable, and rules and regulations of the SEC thereunder. The Fund
further represents and warrants to the Distributor that any registration
statement, when such
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registration statement becomes effective, and any shareholder report, when such
report is filed, will contain all statements required to be stated therein in
conformity with the 1933 Act, the 1934 Act and the 1940 Act, as applicable, and
the rules and regulations of the SEC; that all statements of fact contained in
any such registration statement or shareholder report will be true and correct
when such registration statement becomes effective, or when such shareholder
report is filed; and that no registration statement, when such registration
statement becomes effective, and no shareholder report, when such shareholder
report is filed, will include an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading to a purchaser of Shares; provided, however,
that the foregoing representations and warranties shall not apply to any untrue
statement of material fact or omission made in any registration statement or
shareholder report in reliance upon and in conformity with any information
furnished to the Fund by the Distributor or any affiliate thereof and used in
preparation thereof. The Fund authorizes the Distributor and authorized banks,
broker/dealers and other financial institutions to use any prospectus or
statement of additional information in the form furnished from time to time in
connection with the sale of Shares and represented by the Fund as being the
then-current form of prospectus or then-current form of statement of additional
information.
2.2. The Fund agrees to indemnify, defend and hold the Distributor,
its several officers and directors, and any person who controls the Distributor
within the meaning of Section 15 of the 1933 Act free and harmless from and
against any and all claims, demands, liabilities and expenses (including the
cost of investigating or defending such claims, demands or liabilities and any
counsel fees incurred in connection therewith) which the Distributor, its
officers and directors, or any such controlling person, may incur under the 1933
Act or under common law or otherwise, arising out of or based upon (a) any
breach by the Fund of any provision of this Agreement, or (b) any untrue
statement, or alleged untrue statement, of a material fact contained in any
registration statement or shareholder report or arising out of or based upon any
omission, or alleged omission, to state a material fact required to be stated in
any registration statement or shareholder report or necessary to make any
statement in such documents not misleading; provided, however, that the Fund's
agreement to indemnify the Distributor, its officers and directors, and any such
controlling person shall not be deemed to cover any claims, demands, liabilities
or expenses arising out of any untrue statement or alleged untrue statement or
omission or alleged omission made in any registration statement or shareholder
report or in any financial or other statements in reliance upon and in
conformity with any information furnished to the Fund by the Distributor or any
affiliate thereof and used in the preparation thereof; and further provided that
the Fund's agreement to indemnify the Distributor, its officers and directors,
and any such controlling person shall not be deemed to cover any liability to
the Fund or its shareholders to which the Distributor, is officers and
directors, or any such controlling person would otherwise be subject by reason
of willful misfeasance, bad faith or gross negligence in the performance of the
Distributor's, its officer's or director's, or any such controlling person's
duties, or by reason of the Distributor's, its officer's or director's, or any
such controlling person's reckless disregard of its obligations and duties under
this Agreement.
The Fund's agreement to indemnify the Distributor, its officers and
directors, and any such controlling person, as aforesaid, is expressly
conditioned upon the Fund's being notified of any action brought against the
Distributor, its officers or directors, or any such controlling person,
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such notification to be given in writing and to be transmitted by personal
delivery, first class mail, overnight courier, facsimile or other electronic
means to the address or facsimile number contained in paragraph 9 of this
Agreement, or to such other addresses or facsimile numbers as the parties hereto
may specify from time to time in writing and such notification to be sent to the
Fund within a reasonable period of time after the summons or other first legal
process shall have been served. The failure to so notify the Fund of any such
action shall not relieve the Fund from any liability hereunder, which the Fund
may have to the person against whom, such action is brought by reason of any
such untrue or alleged untrue statement, or omission or alleged omission, except
to the extent the Fund has been actually prejudiced by such delay. The Fund will
be entitled to assume at its own expense the defense of any suit brought to
enforce any such claim, demand or liability, but, in such case, such defense
shall be conducted by counsel of good standing chosen by the Fund and approved
by the Distributor, which approval shall not unreasonably be withheld. In the
event the Fund elects to assume the defense of any such suit and retain counsel
of good standing approved by the Distributor, the defendant or defendants in
such suit shall bear the fees and expenses of any additional counsel retained by
any of them; but in case the Fund does not elect to assume the defense of any
such suit, or in case the Distributor reasonably does not approve of counsel
chosen by the Fund, the Fund will reimburse the distributor, its officers and
directors, or the controlling person or persons named as defendant or defendants
in such suit, for the fees and expenses of any counsel retained by the
Distributor or them.
The Fund's indemnification agreement contained in this paragraph 2.2
and the Fund's representations and warranties in this Agreement shall remain
operative and in full force and effect regardless of any investigation made by
or on behalf of the Distributor, its officers or directors, or any controlling
person, and shall survive the delivery of any Shares. This agreement of
indemnity will inure exclusively to the Distributor's benefit, to the benefit of
its several officers and directors, and their respective estates, and to the
benefit of the controlling persons and their successors. The Fund agrees
promptly to notify the Distributor of the commencement of any litigation or
proceedings against the Fund or any of its officers, Trustees, or Directors in
connection with the issue and sale of any Shares.
2.3. The Distributor agrees to indemnify, defend and hold the Fund,
its several officers, Trustees and Directors, and any person who controls the
Fund within the meaning of Section 15 of the 1933 Act free and harmless from and
against any and all claims, demands, liabilities and expenses (including the
costs of investigation or defending such claims, demands or liabilities and any
counsel fees incurred in connection therewith) which the Fund, its officers,
Trustees or Directors or any such controlling person, may incur under the 1933
Act or under common law or otherwise, but only to the extent that such liability
or expense incurred by the Fund, its officers, Trustees or Directors, or such
controlling person resulting from such claims or demands, shall arise out of or
be based upon (a) any untrue, or alleged untrue, statement of a material fact
contained in information furnished by the Distributor or any affiliate thereof
to the Fund or its counsel and used in the Fund's registration statement or
shareholder reports, or any omission, or alleged omission, to state a material
fact in connection with such information furnished by the Distributor or any
affiliate thereof to the Fund or its counsel required to be stated in such
information or necessary to make such information not misleading, (b) any untrue
statement of a material fact contained in any sales literature prepared by the
Distributor, or any omission to
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state a material fact required to be stated therein or necessary to make such
sales literature not misleading (except to the extent arising out of information
furnished by the Fund to the Distributor for use therein), (c) any willful
misfeasance, bad faith or gross negligence in the performance of the
Distributor's obligations and duties under the Agreement or by reason of its
reckless disregard thereof, or (d) any breach by the Distributor of any
provision of this Agreement. The Distributor's agreement to indemnify the Fund,
its officers, Trustees and Directors, and any such controlling person, as
aforesaid, is expressly conditioned upon the Distributor's being notified of any
action brought against the Fund, its officers, Trustees or Directors, or any
such controlling person, such notification to be given in writing and to be
transmitted by personal delivery, first class mail, overnight courier, facsimile
or other electronic means to the address or facsimile number contained in
paragraph 9 of this Agreement, or to such other addresses or facsimile numbers
as the parties hereto may specify from time to time in writing and such
notification to be sent to the Distributor by the person against whom such
action is brought, within a reasonable period of time after the summons or other
first legal process shall have been served. The failure to so notify the
Distributor of any such action shall not relieve the Distributor or any
affiliate thereof from any liability hereunder, which the Distributor or any
affiliate thereof may have to the Fund, its officers, Trustees or Directors, or
to such controlling person by reason of any such untrue or alleged untrue
statement, or omission or alleged omission, or other conduct covered by this
indemnity agreement, except to the extent the Distributor has been actually
prejudiced by such delay. The Distributor shall have the right to control the
defense of such action, with counsel of good standing of its own choosing,
approved by the Board of Trustees or Board of Directors of the Fund, as
applicable, which approval shall not unreasonably be withheld, if such action is
based solely upon such misstatement or omission, or alleged misstatement or
omission, on the Distributor's part or any affiliate thereof.
2.4. The Fund agrees to advise the Distributor as soon as reasonably
practicable of the issuance by the SEC of any stop order suspending the
effectiveness of the registration statement then in effect or of the initiation
of any proceeding for that purpose. Thereafter, no Shares shall be offered by
either the Distributor or the Fund under any of the provisions of this Agreement
and no orders for the purchase or sale of Shares hereunder shall be accepted by
the Fund if and so long as the effectiveness of the registration statement then
in effect or any necessary amendments thereto shall be suspended under any of
the provisions of the 1933 Act, or if and so long as a current prospectus, as
required by Section 10(b) of the 1933 Act is not on file with the SEC; provided,
however, that nothing contained in this paragraph 2.4 shall in any way restrict
or have any application to or bearing upon the Fund's obligation to repurchase
Shares from any shareholder in accordance with the provisions of the Fund's
prospectus or Declaration of Trust.
3. CONFIDENTIALITY.
The Fund and Distributor may receive from each other information, or
access to information, about the customers or about consumers generally
(collectively, "Customer Information") including, but not limited to, nonpublic
personal information such as a customer's name, address, telephone number,
account relationships, account balances and account histories. Each of the Fund
and Distributor agrees on behalf of their respective employees that all
information, including Customer Information, obtained pursuant to this Agreement
shall be considered confidential information. Except as permitted by law or
required by order of a court
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or governmental authority, or required by any self-regulatory organization,
having jurisdiction over the parties, none of the parties shall disclose such
confidential information to any other person or entity or use such confidential
information other than to carry out the purposes of this Agreement, including
its use under applicable provisions of the SEC's Regulation S-P in the ordinary
course of carrying out the purposes of this Agreement.
4. ANTI-MONEY LAUNDERING PROGRAM.
The Distributor represents and warrants that it (a) has adopted an
anti-money laundering compliance program ("AML Program") that satisfies the
requirements of all applicable laws and regulations; and (b) will notify the
Fund promptly if an inspection by the appropriate regulatory authorities of its
AML Program identifies any material deficiency, and will promptly remedy any
material deficiency of which it learns.
5. LIMITATIONS OF LIABILITY.
Except as provided in paragraph 2.3, the Distributor shall not be
liable for any error of judgment or mistake of law or for any loss suffered by
the Fund or any Series in connection with matters to which this Agreement
relates, except a loss resulting from willful misfeasance, bad faith or gross
negligence on its part in the performance of its duties or from reckless
disregard of its obligations and duties under this Agreement.
6. TERM.
6.1. This Agreement shall become effective on the date of its
execution and, unless sooner terminated as provided herein, shall continue in
effect for a period of two (2) years from the date written above. This Agreement
shall thereafter continue from year to year, provided such continuance is
specifically approved at least annually by (i) the Fund's Board of Trustees or
Board of Directors, as applicable, or (ii) a vote of a majority (as defined in
the ▇▇▇▇ ▇▇▇) of the outstanding voting securities of the Fund or any Series, if
applicable, provided that in either event the continuance is also approved by
the majority of the Fund's Trustees or Directors, as applicable, who are not
parties to this Agreement or interested persons (as defined in the ▇▇▇▇ ▇▇▇) of
any such party, by vote cast in person at a meeting called for the purpose of
voting on such approval.
6.2. This Agreement is terminable with respect to a Fund or any
Series, if applicable, without penalty, on not less than sixty (60) days'
written notice, by the Fund's Board of Trustees or Board of Directors, as
applicable, by vote of a majority (as defined in the ▇▇▇▇ ▇▇▇) of the
outstanding voting securities of such Fund or any Series, if applicable, or by
the Distributor. This Agreement will also terminate automatically in the event
of its assignment (as defined in the 1940 Act). Upon termination, the
obligations of the parties under this Agreement shall cease except for
unfulfilled obligations and liabilities arising prior to termination and the
provisions of Sections 2, 3, 5, 6.2, 7, 8 and 9.
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7. LIMITED RECOURSE
A reference to each Fund and the Trustees or Directors, as applicable,
of each Fund refer respectively to the Fund created by the Declaration of Trust
and the Trustees or Directors as Trustees or Directors but not individually or
personally. A copy of the document establishing each Fund is filed with the
Secretary of the Commonwealth of Massachusetts. All parties hereto acknowledge
and agree that any and all liabilities of the Fund arising, directly or
indirectly, under this Agreement will be satisfied solely out of the assets of
the Fund and that no Trustee, officer, director or shareholder shall be
personally liable for any such liabilities. All persons dealing with any Fund or
any Series, if applicable, must look solely to the property belonging to such
Fund or any Series, if applicable, for the enforcement of any claims against the
Fund.
8. MISCELLANEOUS.
8.1. No provision of this Agreement may be changed, waived, discharged
or terminated orally, but only by an instrument in writing signed by the party
against which an enforcement of the change, waiver, discharge or termination is
sought.
8.2. This Agreement shall be governed by the laws of the Commonwealth
of Massachusetts as in effect as of the date hereof and the applicable
provisions of the 1940 Act. To the extent that the applicable law of the
Commonwealth of Massachusetts, or any of the provisions herein, conflict with
the applicable provisions of the 1940 Act, the latter shall control.
9. NOTICES.
Any notices under this Agreement shall be in writing, addressed and
delivered or mailed postage paid to such address as may be designated for the
receipt of such notice. Until further notice, it is agreed that the address of
the Fund shall be ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, telefacsimile (617)
345-0919 Attention: Secretary, and that of the Distributor shall be c/o Columbia
Management Services, Inc., Attn: Dealer File Department, ▇▇▇ ▇▇▇▇▇▇ ▇▇., ▇▇ ▇,
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, telefacsimile (▇▇▇) ▇▇▇-▇▇▇▇.
10. COUNTERPARTS.
This Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
EACH FUND DESIGNATED IN SCHEDULE I,
on behalf of its respective Series,
if any
By:
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Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
COLUMBIA MANAGEMENT DISTRIBUTORS, INC.
By:
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President, Intermediary
Distribution
Distribution Agreement
SCHEDULE I
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
SCHEDULE II
COMPENSATION
COMPENSATION TO DISTRIBUTOR. In connection with the distribution of shares of
the Funds, Distributor will be entitled to receive (i) payments pursuant to any
Distribution Plan and related agreement from time to time in effect between any
Fund and Distributor or any particular class of shares of a Fund ("12b-1 Plan"),
(ii) any CDSC applicable to the redemption of a Fund's Shares, determined in the
manner set forth in the then current prospectus and Statement of Additional
Information of that Fund, and (iii) any applicable front-end sales charges
applicable to the sale of a Fund's Shares, less any applicable dealer discount.
Approved: May 11, 2005