PRICING AND BOOKKEEPING AGREEMENT
This PRICING AND BOOKKEEPING AGREEMENT (the "Agreement") is made and
entered into effective as of December 1, 2005, by and between COLUMBIA FUNDS
MASTER INVESTMENT TRUST, a Delaware statutory trust (the "Master Trust") acting
on behalf of its series all as listed on Schedule A hereto (as the same may from
time to time be amended to add or delete one or more series of such trust) (each
series of the Master Trust being hereinafter referred to as a "Fund") and
Columbia Management Advisors, LLC ("CMA"), a Delaware limited liability company.
WHEREAS, the Master 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. The Master Trust appoints CMA as its agent to perform the
pricing and bookkeeping services described below for each Fund.
2. Pricing and Bookkeeping Services. Subject to the terms of this Agreement and
the supervision and control of the Master Trust's Board of Trustees (the
"Trustees"), CMA agrees to provide the services indicated for each Fund on
Schedule B hereto.
3. Audit, Use and Inspection. CMA shall make available on its premises during
regular business hours all records of a Fund for reasonable audit, use and
inspection by the Master Trust, its agents and any regulatory agency having
authority over the Fund.
4. Compensation. For the services provided pursuant to this Agreement, the
Master Trust on behalf of each Fund will pay to CMA, or to such person(s) as CMA
may from time to time instruct, the fee set forth on Schedule C hereto.
5. Compliance. CMA shall comply with applicable provisions relating to pricing
and bookkeeping as set forth in the prospectuses and statements of additional
information of each Fund, applicable resolutions of the Board of Trustees of the
Master Trust and applicable laws and rules in the provision of services under
this Agreement.
6. Limitation of Liability.
(a) In the absence of willful misfeasance, bad faith or negligence on the
part of CMA, or reckless disregard of its obligations and duties hereunder, CMA
shall not be subject to any liability to the Master Trust or Fund, to any
shareholder of the Master Trust or Fund or to any other person, firm or
organization, for any act or omission in the course of, or connected with,
rendering services hereunder. The provisions of this Paragraph 6 shall survive
any termination of this Agreement.
(b) The Master Trust, on behalf of each Fund, will indemnify CMA against
and hold it harmless from any and all losses, claims, damages, liabilities or
expenses (including reasonable counsel fees and expenses) resulting from any
claim, demand, action or suit relating to the particular Fund and not resulting
from the willful misfeasance, bad faith or negligence of CMA in the performance
of such obligations and duties or by reason of their reckless disregard thereof.
CMA will not confess any claim or settle or make any compromise in any instance
in which the Master Trust will be asked to provide indemnification, except with
the Master Trust's prior written consent. Any amounts payable by the Master
Trust under this Section 6(b) shall be satisfied only against the assets of the
Fund involved in the claim, demand, action or suit and not against the assets of
any other investment portfolio of the Master Trust.
7. Amendments. The Master Trust shall submit to CMA a reasonable time in advance
of filing with the Securities and Exchange Commission copies of any changes in
its Registration Statements. If a change in documents or procedures materially
increases the cost to CMA of performing its obligations, CMA shall be entitled
to receive such reasonable additional compensation as shall be agreed to in
writing by the parties.
8. Duration and Termination. This Agreement may be changed only by a writing
executed by each party. This Agreement: (a) shall continue in effect from year
to year so long as approved annually by vote of a majority of the Trustees,
including a majority of the Trustees who are not affiliated with CMA; (b) may be
terminated at any time without penalty by sixty days' written notice to either
party; and (c) may be terminated at any time for cause by either party if such
cause remains unremedied for a reasonable period not to exceed ninety days after
receipt of written specification of such cause. If the Master Trust designates a
successor to any of CMA's obligations other than as a result of the termination
of this Agreement pursuant to Paragraph 8(c), CMA shall, at the expense and
direction of the Master Trust, transfer to the successor all relevant Fund
records maintained by CMA.
9. 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, except to the extent specifically
provided otherwise in this Agreement.
10. Confidentiality. CMA agrees on behalf of itself and its employees to treat
confidentially and as proprietary information of the Master Trust all records
and other information relative to the Master 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
Master 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 Master
Trust.
11. Xxxxxxxx-Xxxxx Act. CMA agrees that any information that CMA provides that
is necessary to complete a report or other filing that is required to be
certified by certain of the Master Trust's officers pursuant to the
Xxxxxxxx-Xxxxx Act of 2002 ("Sarbox") and regulations issued and in effect from
time to time under Sarbox will be true and complete when given. CMA further
agrees that any written representation or certification it provides to the
Master Trust and/or the officers of the Master Trust in support of a
certification by them to the Securities and Exchange Commission pursuant to
Sarbox and/or any rules or regulations issued from time to time under Sarbox
will be true and complete when given. The provisions of this Paragraph 11 shall
survive any termination of this Agreement.
12. 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 the Master Trust with such
certifications, reports and other information as the Master Trust may reasonably
request from time to time to assist it in complying with, and monitoring for
compliance with, applicable laws, rules and regulations.
13. Miscellaneous. This Agreement shall be construed in accordance with and
governed by the laws of the State of Delaware.
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.
COLUMBIA FUNDS MASTER INVESTMENT TRUST, on behalf of its series listed on
Schedule A
By: /s/ Xxxxxxxxxxx X. Xxxxxx
---------------------------------
Xxxxxxxxxxx X. Xxxxxx
President
COLUMBIA MANAGEMENT ADVISORS, LLC
By: /s/ J. Xxxxx Xxxxxxxxxxx
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J. Xxxxx Xxxxxxxxxxx
Chief Financial Officer
SCHEDULE A
COLUMBIA FUNDS MASTER INVESTMENT TRUST:
1. Columbia High Income Master Portfolio
2. Columbia Intermediate Core Bond Master Portfolio
3. Columbia International Value Master Portfolio
4. Columbia Large Cap Core Master Portfolio
5. Columbia Xxxxxxx Focused Equities Master Portfolio
6. Columbia Xxxxxxx Growth Master Portfolio
7. Columbia Xxxxxxx International Opportunities Master Portfolio
8. Columbia Xxxxxxx 21st Century Master Portfolio
9. Columbia Multi-Advisor International Equity Master Portfolio
10. Columbia Small Cap Growth Master Portfolio
11. Columbia Small Cap Value Master Portfolio
Approved: November 18, 2005
SCHEDULE B
SERVICES. CMA will provide the following services to the Master Trust and Funds:
(a) Provide accounting and bookkeeping services (including the maintenance
for the periods prescribed by Rule 31a-2 under the 1940 Act of such
accounts, books and records of the Master Trust as may be required by
Section 31(a) of the 1940 Act and the rules thereunder). CMA further
agrees that all such records which it maintains for the Master Trust
are the property of the Master Trust and further agrees to surrender
promptly to the Master Trust any of such records upon the Master
Trust's request; and
(b) Value each Fund's assets and calculate the net asset value and the net
income of the shares of each Fund in accordance with the Master
Trust's current prospectus(es), applicable pricing procedures and
resolutions of the Master Trust's Board of Trustees, provided, that in
performing such services, CMA shall obtain security market quotes from
independent pricing services, or if such quotes are unavailable,
obtain such prices from the Funds' adviser or sub-advisers.
SCHEDULE C
FEES. For the services provided pursuant to this Agreement, the Master Trust on
behalf of each Fund will pay to CMA, or to such person(s) as CMA may from time
to time instruct, such fees as may be agreed to by CMA and the Master Trust from
time to time.
Each Fund also shall reimburse CMA for (i) any and all out-of-pocket expenses
and charges, including fees payable to third parties, such as for pricing the
Fund's portfolio securities, incurred in performance of services under this
Agreement and (ii) for CMA's direct internal costs incurred in connection with
providing fund accounting oversight and monitoring, budgeting and approving Fund
expenses.
