CROSS INDEMNIFICATION AGREEMENT
THIS AGREEMENT is made as of the 26th day of September 2005, by and among
Columbia Funds Master Investment Trust (the "Master Trust"), a Delaware
statutory trust and Columbia Funds Series Trust (the "Trust"), a Delaware
statutory trust.
WHEREAS, the Master Trust is an open-end management investment company
registered as such under the 1940 Act, currently consisting of eleven operating
investment portfolios, but which may from time to time consist of a greater or
lesser number of investment portfolios; and
WHEREAS, the Trust is an open-end management investment company registered
as such under the Investment Company Act of 1940 (the "1940 Act"), currently
consisting of forty-eight operating investment portfolios, but which may from
time to time consist of a greater or lesser number of investment portfolios; and
WHEREAS, the Trust plans to offer, on a continuous basis, units of
beneficial interests in its investment portfolios ("Securities") in a set of
prospectuses ("Prospectuses") and/or preliminary prospectuses ("Preliminary
Prospectuses") (such offering of Securities to be hereinafter referred to as the
"Offering") and plans to file, from time to time, such set of prospectuses and
other materials with the Securities and Exchange Commission ("SEC") (such
filings with the SEC to be referred to herein as the "Registration Statements");
WHEREAS, certain information relating to the Master Trust must be included
in the prospectuses of the Trust and therefore will be included in the Offerings
and Registration Statements;
NOW THEREFORE, the Master Trust and the Trust hereby agree as follows:
(1) (a) The Master Trust will indemnify and hold harmless the Trust
against any losses, claims, damages or liabilities to which the Trust
may become subject under the Act, the 1940 Act, or otherwise, insofar
as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon an untrue statement or alleged
untrue statement of a material fact contained in any Prospectuses, any
Preliminary Prospectuses, the Registration Statements, any other
Prospectuses relating to the Securities, or any amendments or
supplements to the foregoing (hereinafter referred to collectively as
the "Offering Documents"), or arise out of or are based upon the
omission or alleged omission to state therein a material fact required
to be stated or necessary to make the statements therein not
misleading, in each case to the extent, but only to the extent, that
such untrue statement or alleged untrue statement or omission or
alleged omission was made in the Offering Documents in reliance upon
and in conformity with written information furnished to the Trust by
the Master Trust expressly for use therein; and will reimburse the
Trust for any legal or other expenses reasonably incurred by the Trust
in connection
with investigating or defending any such action or claim; provided,
however, that the Master Trust shall not be liable in any such case to
the extent that any such loss, claim, damage, or liability arises out
of or is based upon an untrue statement or alleged untrue statement or
omission or alleged omission made in the Offering Documents in
reliance upon and in conformity with written information furnished to
the Master Trust by the Trust for use in the Offering Documents.
(b) The Trust will indemnify and hold harmless the Master Trust
against any losses, claims, damages or liabilities to which the Master
Trust may become subject under the Act, the 1940 Act, or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon an untrue statement or
alleged untrue statement of a material fact contained in the Offering
Documents or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated or
necessary to make the statements therein not misleading, in each case
to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in
the Offering Documents in reliance upon and in conformity with written
information furnished to the Master Trust by the Trust expressly for
use therein; and will reimburse the Master Trust for any legal or
other expenses reasonably incurred by the Master Trust in connection
with investigating or defending any such action or claim; provided,
however, that the Trust shall not be liable in any such case to the
extent that any such loss, claim, damage, or liability arises out of
or is based upon an untrue statement or alleged untrue statement or
omission or alleged omission made in the Offering Documents in
reliance upon and in conformity with written information furnished to
the Trust by the Master Trust for use in the Offering Documents.
(c) Promptly after receipt by an indemnified party under subsection
(a) or (b) above of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made
against an indemnifying party or parties under such subsection, notify
the indemnifying party or parties in writing of the commencement
thereof; but the omission to so notify the indemnifying party or
parties shall not relieve it or them from any liability which it or
they may have to any indemnified party otherwise than under such
subsection. In case any such action shall be brought against any
indemnified party and it shall notify the indemnifying party or
parties of the commencement thereof, the indemnifying party or parties
shall be entitled to participate therein and, to the extent that
either indemnifying party or both shall wish, to assume the defense
thereof, with counsel satisfactory to such indemnified party, and,
after notice from the indemnifying party or parties to such
indemnified part of its or their election so to assume the defense
thereof, the indemnifying party or parties shall not be liable to such
indemnified party under such subsection for any legal expenses of
other counsel or any other
expenses, in each case subsequently incurred by such indemnified
party, in connection with the defense thereof other than reasonable
costs of investigation.
(2) This agreement may be executed simultaneously in five 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 instrument to be
duly executed by their authorized officers designated below as of the day and
year first written above.
COLUMBIA FUNDS MASTER INVESTMENT TRUST
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
COLUMBA FUNDS SERIES TRUST
By: /s/ Xxxxxxxxxxx Xxxxxx
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Name: Xxxxxxxxxxx Xxxxxx
Title: President
