Exhibit (h)(15)
FORM OF PRICING AND BOOKKEEPING AGREEMENT
AGREEMENT dated as of July , 2002, between each of the Massachusetts
business trusts listed on Appendix I hereto (as the same may from time to time
be amended to add one or more additional investment companies advised by an
affiliate of Columbia Management Group, Inc. ("CMG") or to delete one or more of
such trusts), each of such trusts acting severally on its own behalf and not
jointly with any of such other trusts (each of such trusts being hereinafter
referred to as the "Trust"), and Colonial Management Associates, Inc. ("CMA"), a
Massachusetts corporation. Each Trust may offer an unlimited number of separate
investment series ("Funds"), each of which may have multiple classes of shares.
The Trust and CMA agree as follows:
1. APPOINTMENT. The Trust appoints CMA as agent to perform the pricing
and booking services described below for each Fund on the effective date set
forth in Appendix I as amended from time to time.
2. SERVICES. CMA shall (i) determine and timely communicate to persons
designated by the Trust the Funds' net asset values and offering prices per
share; and (ii) maintain and preserve in a secure manner the accounting records
of the Funds. All records shall be the property of the relevant Fund. CMA will
provide disaster planning to minimize possible service interruption.
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 Fund, its agents and any regulatory agency having
authority over the Fund.
4. COMPENSATION. Each Fund will pay CMA a monthly fee of $ for
the first $50 million of Fund assets, plus a monthly percentage fee at the
following annual rates: % on the next $950 million; % on the
next $1 billion; % on the next $1 billion; and % on the
excess over $3 billion of the average weekly net assets of the Fund for such
month.
5. COMPLIANCE. CMA shall comply with applicable provisions relating to
pricing and bookkeeping of the prospectus and statement of additional
information of a Fund and applicable laws and rules in the provision of services
under this Agreement.
6. LIMITATION OF LIABILITY. In the absence of willful misfeasance, bad
faith or gross 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 Turst or a Fund, to any shareholder of a Fund or to any other person, firm
or organization, for any act or omission in the course of, or connected with,
rendering services hereunder.
7. AMENDMENTS. The 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 reasonable additional compensation.
8. DURATION AND TERMINATION, ETC. This Agreement may be changed only by
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 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. Paragraph 6 of this Agreement shall survive
termination. If the Trust designates a successor to any of CMA's obligations,
CMA shall, at the expense and direction of the Trust, transfer to the successor
all 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 CMA, provides that
CMA 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.
Except as otherwise provided in paragraph 4 herein, all costs and expenses
associated with services provided by any such third parties shall be borne by
CMA or such parties.
10. MISCELLANEOUS. This Agreement shall be governed by the laws of The
Commonwealth of Massachusetts.
A copy of the Declaration of Trust of the Trust is on file with the
Secretary of the Commonwealth of Massachusetts, and notice is hereby given that
this instrument is executed on behalf of the Trustees of the Trust as Trustees
and not individually and that the obligations of or arising out of the
instrument are not binding upon any of the Trustees or officers or shareholders
individually, but binding only upon the assets and property of the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
THE TRUSTS LISTED ON APPENDIX I
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By:
Title:
COLONIAL MANAGEMENT ASSOCIATES, INC.
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By:
Title:
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APPENDIX I
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