ADMINISTRATIVE AGREEMENT
This agreement (the "Agreement") is made as of this 1st day of
November, 2005, by and between the Oregon corporations and the Massachusetts and
Oregon 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), and Columbia Management Advisors, LLC ("CMA"), a
Delaware limited liability company.
WHEREAS, each Trust is a registered investment company and desires that
CMA perform certain services for the Funds; and
WHEREAS, CMA 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 CMA to act as
administrator for its Funds, and CMA accepts such appointment
and will perform the respective duties and functions of such
offices in the manner hereinafter set forth.
2. Administrative Services. Subject to the terms of this
Agreement and the supervision and control of the relevant
Trust's Board of Trustees (the "Trustees"), CMA agrees to
provide the services indicated for each Fund on Schedule B
hereto.
3. Use of Affiliated Companies and Subcontractors. In connection
with the services to be provided by CMA under this Agreement,
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 CMA or
such parties.
4. Expenses Borne By Trust. Except to the extent expressly
assumed by CMA herein or under a separate agreement between a
Trust and CMA and except to the extent required by law to be
paid by CMA, each Trust shall pay all costs and expenses
incidental to its organization, operations and business.
Without limitation, such costs and expenses shall include but
not be limited to:
(a) All charges of depositories, custodians and other agencies for
the safekeeping and servicing of its cash, securities, and
other property;
(b) All charges for equipment or services used for obtaining price
quotations or for communication between CMA or the Trust and
the custodian, transfer agent or any other agent selected by
the Trust;
(c) All charges for investment advisory, portfolio management,
transfer agency and accounting services provided to the Trust
by CMA, or any other provider of such services;
(d) All charges for services of the Trust's independent auditors
and for services to the Trust by legal counsel;
(e) All compensation of the Trustees, other than those affiliated
with CMA, all expenses incurred in connection with their
services to the Trust, and all expenses of meetings of the
Trustees or committees thereof;
(f) All expenses incidental to holding meetings of shareholders,
including printing and of supplying each record-date
shareholder with notice and proxy solicitation material, and
all other proxy solicitation expenses;
(g) All expenses of printing of annual or more frequent revisions
of the Trust's Prospectus(es) and of supplying each
then-existing shareholder with a copy of a revised Prospectus;
(h) All expenses related to preparing and transmitting
certificates representing the Trust's shares;
(i) All expenses of bond and insurance coverage required by law or
deemed advisable by the Trustees;
(j) All brokers' commissions and other normal charges incident to
the purchase, sale, or lending of Fund securities;
(k) All taxes and governmental fees payable to federal, state or
other governmental agencies, domestic or foreign, including
all stamp or other transfer taxes;
(l) All expenses of registering and maintaining the registration
of the Trust under the Investment Company Act of 1940, as
amended (the "1940 Act") and, to the extent no exemption is
available, expenses of registering the Trust's shares under
the Securities Act of 1933, as amended, of qualifying and
maintaining qualification of the Trust and of the Trust's
shares for sale under securities laws of various states or
other jurisdictions and of registration and qualification of
the Trust under all other laws applicable to the Trust or its
business activities;
(m) All interest on indebtedness, if any, incurred by the Trust or
its Fund; and
(n) All fees, dues and other expenses incurred by the Trust in
connection with membership of the Trust in any trade
association or other investment company organization.
5. Allocation Of Expenses Borne By Trust. Any expenses borne by a
Trust that are attributable solely to the organization,
operation or business of a constituent Fund shall be paid
solely out of such Fund's assets. Any expense borne by a Trust
which is not solely attributable to a constituent Fund, nor
solely to any other series of shares of the Trust, shall be
apportioned in such manner as CMA determines is fair and
appropriate, or as otherwise specified by the Trustees.
6. Expenses Borne By CMA. CMA at its own expense shall furnish
all executive and other personnel, office space, and office
facilities required to render the services set forth in this
Agreement. However, CMA shall not be required to pay or
provide any credit for services provided by the Trust's
custodian or other agents without additional cost to the
Trust.
In the event that CMA pays or assumes any expenses of a Trust or a Fund
not required to be paid or assumed by CMA under this Agreement, CMA shall not be
obligated hereby to pay or assume the same or similar expense in the future;
provided that nothing contained herein shall be deemed to relieve CMA of any
obligation to a Trust or a Fund under any separate agreement or arrangement
between the parties.
7. Administration Fee. Each Trust shall pay to CMA, or to such person(s) as CMA
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 agreed to by the Trust and CMA.
8. Non-Exclusivity. The services of CMA to the Trusts and Funds hereunder are
not to be deemed exclusive and CMA shall be free to render similar services to
others.
9. Standard Of Care. Neither CMA, nor any of its directors, officers or
stockholders, agents or employees shall be liable to any Trust, Fund, or its
shareholders for any action taken or thing done by it or its subcontractors or
agents on behalf of the Trust or Fund in carrying out the terms and provisions
of this Agreement if done in good faith and without gross negligence, willful
misfeasance or reckless disregard of duties and obligations hereunder on the
part of CMA, its subcontractors, or agents.
10. Effective Date, Amendment, And Termination. This Agreement shall become
effective as to each Fund as of the effective date for Fund specified in
Schedule A hereto and, unless terminated as hereinafter provided, shall remain
in effect with respect to the Fund thereafter from year to year so long as such
continuance is specifically approved with respect to the Fund at least annually
by a majority of the Trustees who are not interested persons of the relevant
Trust or CMA.
As to any Trust or Fund, this Agreement may be modified or amended from
time to time by mutual agreement between CMA and the Trust and may be terminated
by CMA or the Trust by at least sixty (60) days' written notice given by the
terminating party to the other party. Upon termination as to a Fund, the
relevant Trust shall pay to CMA such compensation as may be due under this
Agreement as of the date of such termination and shall reimburse CMA for its
costs, expenses, and disbursements payable under this Agreement to such date. In
the event that, in connection with a termination, a successor to any of the
duties or responsibilities of CMA
hereunder is designated by the Trust by
written notice to CMA, upon such termination CMA shall promptly, and at the
expense of the Trust or Fund with respect to which this Agreement is terminated,
transfer to such successor all relevant books, records, and data established or
maintained by CMA under this Agreement and shall cooperate in the transfer of
such duties and responsibilities, including provision, at the expense of the
Fund, for assistance from CMA personnel in the establishment of books, records,
and other data by such successor.
11. Assignment. Any interest of CMA under this Agreement with respect to any
Trust shall not be assigned either voluntarily or involuntarily, by operation of
law or otherwise, without the prior written consent of the Trust.
12. Books And Records. CMA shall maintain, or oversee the maintenance by such
other persons as may from time to time be approved by the Trustees to maintain,
the books, documents, records and data required to be kept by each Trust under
the 1940 Act, the laws of the Commonwealth of Massachusetts or State of Oregon
or such other authorities having jurisdiction over the Trust or Fund or as may
otherwise be required for the proper operation of the business and affairs of
the Trust or Fund (other than those required to be maintained by any investment
adviser retained by the Trust on behalf of Fund in accordance with Section 15 of
the 1940 Act).
CMA will periodically send to each Trust all books, documents, records,
and data of the Trust and Funds that are no longer needed for current purposes
or required to be retained as set forth herein. CMA shall have no liability for
loss or destruction of said books, documents, records, or data after they are
returned to the appropriate Trust.
CMA agrees that all such books, documents, records, and data which it
maintains shall be maintained in accordance with Rule 31a-3 of the 1940 Act and
that any such items maintained by it shall be the property of the relevant
Trust. CMA further agrees to surrender promptly to a Trust any such items it
maintains upon request, provided that CMA shall be permitted to retain a copy of
all such items. CMA agrees to preserve all such items maintained under Rule
31a-1 for the period prescribed under Rule 31a-2 of the 1940 Act.
Each Trust shall furnish or otherwise make available to CMA such copies
of the financial statements, proxy statements, reports, and other information
relating to the business and affairs of its Funds as CMA may, at any time or
from time to time, reasonably require in order to discharge its obligations
under this Agreement.
13. Confidentiality. 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 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.
14. Compliance. 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. 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.
15. Miscellaneous. This Agreement shall be construed in accordance with and
governed by the laws of the Commonwealth of Massachusetts.
The captions in this Agreement are included for convenience of
reference only and in no way define or limit any of the provisions of this
Agreement or otherwise affect their construction or effect. This Agreement may
be executed simultaneously in two or more counterparts, each of which shall be
deemed an original, but all of which taken together shall constitute one and the
same instrument.
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 a
copy of the Agreement and Declaration of Trust of the Trust that is organized as
an Oregon business trust, as amended or restated from time to time, is on file
with the Secretary of State of Oregon, 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 CMA agrees 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 TRUST I on behalf of its series listed on Schedule A
COLUMBIA FUNDS TRUST II on behalf of its series listed on Schedule A
COLUMBIA FUNDS TRUST III on behalf of its series listed on Schedule A
COLUMBIA FUNDS TRUST IV on behalf of its series listed on Schedule A
COLUMBIA FUNDS TRUST V on behalf of its series listed on Schedule A
COLUMBIA FUNDS TRUST VI on behalf of its series listed on Schedule A
COLUMBIA FUNDS TRUST VII on behalf of its series listed on Schedule A
COLUMBIA FUNDS TRUST VIII on behalf of its series listed on Schedule A
COLUMBIA FUNDS SERIES TRUST I on behalf of its series listed on
Schedule A
COLUMBIA FUNDS TRUST XI on behalf of its series listed on
Schedule A
CMG FUND 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
COLUMBIA BALANCED FUND, INC.
COLUMBIA DAILY INCOME COMPANY
COLUMBIA FIXED INCOME SECURITIES FUND, INC.
COLUMBIA HIGH YIELD FUND, INC.
COLUMBIA INTERNATIONAL STOCK FUND, INC.
COLUMBIA MID CAP GROWTH FUND, INC.
COLUMBIA OREGON MUNICIPAL BOND FUND, INC.
COLUMBIA REAL ESTATE EQUITY FUND, INC.
COLUMBIA SHORT TERM BOND FUND, INC.
COLUMBIA SMALL CAP GROWTH FUND, INC.
COLUMBIA STRATEGIC INVESTOR FUND, INC.
COLUMBIA TECHNOLOGY FUND, INC.
By:/s/Xxxxxxxxxxx Xxxxxx
Name: Xxxxxxxxxxx Xxxxxx
Title: President
COLUMBIA MANAGEMENT ADVISORS, LLC
By:/s/J. Xxxxx Xxxxxxxxxxx
Name: J. Xxxxx Xxxxxxxxxxx
Title: Managing Director
SCHEDULE A
Trusts Funds
Columbia Funds Trust I Columbia High Yield Opportunity Fund
Columbia Funds Trust II Columbia Greater China Fund
Columbia Money Market Fund
Columbia Funds Trust III Columbia Liberty Fund
Columbia World Equity Fund
Columbia Core Bond Fund
Columbia Funds Trust IV Columbia Tax-Exempt Insured Fund
Columbia Utilities Fund
Columbia Municipal Money Market Fund
Columbia Funds Trust V Columbia Connecticut Tax-Exempt Fund
Columbia Massachusetts Tax-Exempt Fund
Columbia New York Tax-Exempt Fund
Columbia U.S. Treasury Index Fund
Columbia Massachusetts Intermediate Municipal Bond Fund
Columbia Connecticut Intermediate Municipal Bond Fund
Columbia New Jersey Intermediate Municipal Bond Fund
Columbia New York Intermediate Municipal Bond Fund
Columbia Rhode Island Intermediate Municipal Bond Fund
Columbia Funds Trust VI Columbia Small Cap Value Fund I
Columbia Funds Trust VIII Columbia Income Fund
Columbia Intermediate Bond Fund
Columbia Funds Series Trust I Columbia Strategic Income Fund
Columbia High Yield Municipal Fund
Columbia Federal Securities Fund
Columbia International Stock Fund
Columbia Tax-Managed Growth Fund
Columbia California Tax-Exempt Fund
Columbia Intermediate Municipal Bond Fund
Columbia Tax-Exempt Fund
Columbia Funds Trust XI Columbia Young Investor Fund
Columbia Growth Stock Fund
Columbia Asset Allocation Fund
Columbia Dividend Income Fund
Columbia Common Stock Fund
Columbia Large Cap Growth Fund
Columbia Disciplined Value Fund
Columbia Small Cap Core Fund
Columbia Small Company Equity Fund
CMG Fund Trust CMG Strategic Equity Fund
CMG Small Cap Fund
CMG Small/Mid Cap Fund
CMG International Stock Fund
CMG Core Bond Fund
CMG High Yield Fund
CMG International Bond Fund
CMG Short Term Bond Fund
CMG Ultra Short Term Bond Fund
CMG Intermediate Bond Fund
CMG Core Plus Bond Fund
CMG Government Bond Fund
CMG 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
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
Columbia High Yield 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
Except to the extent that CMA provides such services to a Fund under an
investment advisory agreement, CMA will provide the following services, as
applicable, to each Fund:
Subject to the general direction and control of the Board of Trustees of the
Trust, CMA will perform such administrative services as may from time to time be
reasonably requested by the Trust, which include without limitation:
[[Columbia Funds Trust I, Columbia Funds Trust II, Columbia Funds
Trust III, Columbia Funds Trust IV, Columbia Funds Trust V, Columbia
Funds Trust VI, Columbia Funds Trust VII, Liberty
Variable Investment Trust]]
(a) providing office space, equipment and clerical personnel necessary
for maintaining the organization of the Fund and for performing the
administrative functions herein set forth;
(b) arranging, if desired by the Trust, for Trustees, officers and
employees of CMA to serve as Trustees, officers or agents of the Fund
if duly elected or appointed to such positions and subject to their
individual consent and to any limitations imposed by law;
(c) preparing and, if applicable, filing all documents required for
compliance by the Fund with applicable laws and regulations,
including registration statements, registration fee filings,
semi-annual and annual reports to shareholders, proxy statements and
tax returns [this does not apply to Columbia Tax-Managed Growth
Fund];
(d) preparation of agendas and supporting documents for and minutes of
Trustees, committees of Trustees and shareholders;
(e) coordinating and overseeing the activities of the Fund's other
third-party service providers;
(f) maintaining books and records of the Fund (exclusive of records
required by Section 31(a) of the 1940
Act;
(g) monitoring the tax-efficiency of the Fund [this applies to Columbia
Tax-Managed Growth Fund only];
(h) monitoring compliance by the Fund with Rule 2a-7 under the 1940 Act
and reporting to the Trustees from time to time with respect thereto
[this applies to Columbia Money Market Fund and Columbia Municipal
Money Market Fund only];
(i) monitoring the investments and operations of any open-end investment
company in which the Fund may invest and reporting to the Trustees
from time to time with respect thereto [this applies to Columbia
Money Market Fund and Columbia Municipal Money Market Fund only];
[[CMG Funds Trust, Columbia Balanced Fund, Inc., Columbia Daily
Income Company, Columbia Fixed Income Securities Fund, Inc.,
Columbia High Yield Fund, Inc., Columbia International Stock
Fund, Inc., Columbia Mid Cap Growth Fund, Inc., Columbia Oregon
Municipal Bond Fund, Inc., Columbia Real Estate Equity Fund, Inc.,
Columbia Short Term Bond Fund, Inc., Columbia Small Cap
Growth Fund, Inc., Columbia Strategic Investor Fund, Inc.,
Columbia Technology Fund, Inc.]]
(a) providing fund administration, including daily prospectus, investment
restrictions, and 1940 Act compliance review, tax and distribution
management, expense budgeting, performance reporting and statistical
analysis, financial reporting and board reporting;
[[Columbia Funds Trust VIII, Columbia Funds Series Trust I,
Columbia Funds Trust XI]]
(a) preparation and maintenance of the Trust's registration statement
with the Securities and Exchange Commission;
(b) preparation and periodic updating of the prospectus and statement of
additional information for the Fund;
(c) preparation, filing with appropriate regulatory authorities, and
dissemination of various reports for the Fund, including but not
limited to semiannual reports to shareholders under Section 30(d) of
the 1940 Act, annual and semiannual reports on Form N-SAR, and
notices pursuant to Rule 24f-2;
(d) arrangement for all meetings of shareholders, including the
collection of all information required for preparation of proxy
statements, the preparation and filing with appropriate regulatory
agencies of such proxy statements, the supervision of solicitation of
shareholders and shareholder nominees in connection therewith,
tabulation (or supervision of the tabulation) of votes, response to
all inquiries regarding such meetings from shareholders, the public
and the media, and preparation and retention of all minutes and all
other records required to be kept in connection with such meetings;
(e) maintenance and retention of all Trust charter documents and the
filing of all documents required to maintain the Trust's status as a
Massachusetts business trust and as a registered open-end investment
company;
(f) arrangement and preparation and dissemination of all materials for
meetings of the Board of Trustees and committees thereof and
preparation and retention of all minutes and other records thereof;
(g) preparation and filing of the Trust's federal, state and local income
tax returns and calculation of any tax required to be paid in
connection therewith;
(h) calculation of all Trust and Fund expenses and arrangement for the
payment thereof;
(i) calculation of and arrangement for payment of all income, capital
gain, and other distributions to shareholders of the Fund;
(j) determination, after consultation with the officers of the Trust, of
the jurisdictions in which shares of beneficial interest of each Fund
("Shares") shall be registered or qualified for sale, or may be sold
pursuant to an exemption from such registration or qualification, and
preparation and maintenance of the registration or qualification of
the Shares for sale under the securities laws of each such
jurisdiction;
(k) provision of the services of persons who may be appointed as officers
of the Trust by the Board of Trustees (it is agreed that some person
or persons may be officers of both the Trust and CMA, and that the
existence of any such dual interest shall not affect the validity of
this Agreement except as otherwise provided by specific provision of
applicable law);
(l) preparation and, subject to approval of the Trust's chief financial
officer, dissemination of the Trust's and each Fund's quarterly
financial information to the Board of Trustees and preparation of
such other reports relating to the business and affairs of the Trust
and each Fund as the officers and Board of Trustees may from time to
time reasonably request;
(m) administration of the Trust's code of ethics and periodic reporting
to the Board of Trustees of Trustee and officer compliance therewith;
(n) provision of internal legal, accounting, compliance, audit, and risk
management services and periodic reporting to the Board of Trustees
with respect to such services;
(o) negotiation, administration and oversight of third party services to
the Trust including, but not limited to, custody, tax, transfer
agency, disaster recovery, audit and legal services;
(p) negotiation and arrangement for insurance desired or required of the
Trust and administering all claims thereunder;
(q) response to all inquiries by regulatory agencies, the press, and the
general public concerning the business and affairs of the Trust,
including the oversight of all periodic inspections of the operations
of the Trust and its agents by regulatory authorities and responses
to subpoenas and tax levies;
(r) handling and resolution of any complaints registered with the Trust
by shareholders, regulatory authorities, and the general public;
(s) monitoring legal, tax, regulatory and industry developments related
to the business affairs of the Trust and communicating such
developments to the officers and Board of Trustees as they may
reasonably request or as the Administrator believes appropriate;
(t) administration of operating policies of the Trust and recommendation
to the officers and the Board of Trustees of the Trust of
modifications to such policies to facilitate the protection of
shareholders or market competitiveness of the Trust and Fund and to
the extent necessary to comply with new legal or regulatory
requirements;
(u) responding to surveys conducted by third parties and reporting of
Fund performance and other portfolio information;
(v) filing of claims, class actions involving portfolio securities, and
handling administrative matters in connection with the litigation or
settlement of such claims;
[[SteinRoe Variable Investment Trust]]
(a) the provision of office space, equipment and facilities necessary in
connection with the maintenance of the headquarters of the Trust;
(b) the maintenance of the corporate books and records of the Trust,
other than its accounting books and records and those of its records
maintained by its investment adviser, transfer agent or custodian,
and making arrangements for meetings of Trustees of the Trust;
(c) preparation and filing of proxy materials and making arrangements for
meetings of shareholders or beneficial owners of the Funds;
(d) preparation and filing of all required reports and all updating and
other amendments to the Trust's registration statement under the 1940
Act, the Securities Act of 1933, as amended and the rules and
regulations thereunder;
(e) calculation of distributions required or advisable under the Internal
Revenue Code of 1986;
(f) periodic computation and reporting to the investment adviser of the
Funds' compliance with diversification and other portfolio
requirements of the 1940 Act and Internal Revenue Code;
(g) development and implementation of general shareholder and beneficial
owner correspondence and communications relating to the Funds,
including the preparation and filing of shareholder and beneficial
owner reports as are required or deemed advisable;
(h) general oversight of the custodial, net asset value computation,
portfolio accounting, financial statement preparation, legal, tax and
accounting services performed for the Trust or the Funds by others;
(i) CMA will preserve for the Trust all records it maintains for the
Trust as prescribed
by the rules and regulations of the SEC in the
manner and for the time periods prescribed by such rules. CMA agrees
that all such records are the property and under the control of the
Trust and will be made available, within five business days of any
request therefor, to the Trust's Board of Trustees or auditors during
regular business hours at CMA's offices. In the event of termination
of this Agreement for any reason, all such records will be returned,
without charge, promptly to the Trust, free from any claim or
retention of rights by CMA, except that CMA may retain copies of such
records; and
(j) CMA will report to the Trustees of the Trust any potential or existing
material irreconcilable conflict among the interests of shareholders (the
separate accounts of insurance companies investing in the Trust) of which
it is aware. CMA will assist the Trustees in carrying out their
responsibilities under an Order from the SEC, dated July 1, 1988, granting
insurance companies and variable annuity and variable life insurance
separate accounts exemptions from the provisions of Section 9(a), 13(a),
15(a) and 15(b) of the 1940 Act and Rules 6e-2(b)(15) and 6e-3(T)(b)(15)
thereunder, to the extent necessary to permit shares of the Trust to be
sold to and held by variable annuity and variable life insurance separate
accounts of insurance companies affiliated and unaffiliated with each
other. CMA will provide the Trustees with all information reasonably
necessary for the Trustees to consider any issues raised.
Notwithstanding the foregoing, CMA shall not be deemed to have assumed or have
any responsibility under this Agreement with respect to, and shall not be
responsible for, the management of the Fund's assets or the rendering of
investment advice with respect thereto, or performance of functions specifically
assumed by any transfer agent or custodian of the Fund, or underwriting or
distribution services.
