ADMINISTRATION AGREEMENT
COLUMBIA FUNDS MASTER INVESTMENT TRUST
This ADMINISTRATION AGREEMENT (the "Agreement") is made and entered into
effective as of December 1, 2005 by and between COLUMBIA MANAGEMENT ADVISORS,
LLC, a Delaware limited liability company ("CMA") and COLUMBIA FUNDS MASTER
INVESTMENT TRUST, a Delaware statutory trust (the "Trust").
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Trust and CMA are parties to that certain Administration
Agreement dates as of August 22, 2005 (the "Existing Agreement") under which the
Trust has retained CMA to render certain administrative services for the
investment portfolios of the Trust listed on Schedule A (individually, a "Fund"
and collectively, the "Funds"); and
WHEREAS, the Trust and CMA desire to amend and restate the Existing
Agreement in order to (i) eliminate references to certain accounting services,
such services to instead be performed by CMA under a Pricing and Bookkeeping
Agreement between the parties of even date herewith and (ii) reduce the fees
payable under the Existing Agreement to reflect the elimination of such
accounting services (such fees to be paid pursuant to the Pricing and
Bookkeeping Agreement);
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed among the parties hereto as follows:
1. Appointment. The Trust hereby appoints CMA to act as Administrator of
the Funds, and CMA hereby accepts such appointment and agrees to render such
services and duties set forth in Paragraph 3, for the compensation and on the
terms herein provided. Absent written notification to the contrary by either the
Trust or CMA, each new investment portfolio established in the future by the
Trust shall automatically become a "Fund" for all purposes hereunder as if
listed on Schedule A.
2. Delivery of Documents. The Trust has furnished CMA with copies properly
certified or authenticated of each of the following:
(a) The Trust's registration statement on Form N-1A (the "Registration
Statement") under the 1940 Act (File No. 811-09347), as filed with the
Securities and Exchange Commission (the "SEC") relating to the Funds' shares of
beneficial interest (the "Shares");
(b) The Funds' most recent prospectus(es)/Part(s) A; and
(c) The Funds' most recent statement(s) of additional
information/Part(s) B.
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The Trust will furnish CMA from time to time with copies, properly
certified or authenticated, of all amendments of or supplements to the
foregoing. Furthermore, the Trust will provide CMA with any other documents that
CMA may reasonably request and will notify CMA as soon as possible of any matter
materially affecting CMA's performance of its services under this Agreement.
3. Duties as Administrator. Subject to the supervision and direction of the
Board of Trustees of the Trust, CMA, as Administrator, will assist in
supervising various aspects of the Trust's administrative operations and
undertakes to perform the following specific services from and after the
effective date of this Agreement:
(a) Maintain office facilities for the Trust (which may be in the
offices of CMA or a corporate affiliate);
(b) Furnish clerical services, internal executive and administrative
services and stationery and office supplies in connection with the foregoing;
(c) Assist in furnishing statistical and research data and data
processing services in connection with the foregoing;
(d) Furnish corporate secretarial services, including assisting in the
coordination of the preparation and distribution of materials for Board of
Trustees meetings;
(e) Provide the services by certain persons who may be appointed as
officers of the Trust by the Trust's Board of Trustees;
(f) Assist in coordinating the provision of legal advice and counsel
to the Trust with respect to regulatory matters, including monitoring regulatory
and legislative developments which may affect the Trust and assisting in the
strategic response to such developments, counseling and assisting the Trust in
routine regulatory examinations or investigations of the Trust, and working
closely with outside counsel to the Trust in connection with any litigation in
which the Trust is involved;
(g) Prepare and file timely the certified final versions of the annual
and semi-annual report on Form N-CSR;
(h) Coordinate the preparation and filing of the Funds' voting records
on Form N-PX;
(i) File holdings reports on Form N-Q as required at the end of the
first and third fiscal quarters of each year;
(j) Assist in coordinating the preparation of reports to the Trust's
shareholders of record and the SEC including, but not necessarily limited to,
annual reports and semi-annual reports to shareholders and on Form N-SAR and
notices pursuant to Rule 24f-2 under the 1940 Act;
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(k) Coordinate with the Trust regarding the jurisdictions in which the
Shares shall be registered or qualified for sale and, in connection therewith,
be responsible for the registration or qualification and the maintenance of such
registration or qualification of Shares for sale under the securities laws of
any state. Payment of share registration fees and any fees for qualifying or
continuing the qualification of the Trust or any Fund as a dealer or broker
shall be made or reimbursed by the Trust or that Fund, respectively;
(l) Assist in the preparation and filing on a timely basis of various
reports, registration statements and post-effective amendments thereto, and
other documents required by federal, state and other applicable laws and
regulations, other than those filed or required to be filed by the Funds'
adviser, sub-advisers, transfer agent, sub-transfer agent or custodian;
(m) Administer the implementation and required distribution of the
Trust's privacy policy as required under Regulation S-P;
(n) Implement and maintain a disaster recovery program for the Trust's
records, and a business continuity plan;
(o) Assist the Trust's Chief Compliance Officer with issues regarding
the Trust's compliance program (as approved by the Board of Trustees in
accordance with Rule 38a-1 under the 0000 Xxx) as reasonably requested;
(p) Perform certain compliance procedures for the Trust which will
include, among other matters, monitoring compliance with personal trading
guidelines by the Trust's Board of Trustees;
(q) Assist the Trust with its obligations under Section 302 and 906 of
the Xxxxxxxx-Xxxxx Act of 2002 and Rule 30a-2 under the 1940 Act, including the
establishment and maintenance of internal controls and procedures that are
reasonably designed to ensure that information prepared or maintained in
connection with administration services provided hereunder is properly recorded,
processed, summarized, or reported by the Administrator or its affiliates on
behalf of the Trust so that it may be included in financial information
certified by Trust officers on Form N-CSR and Form N-Q;
(r) Accumulate information for reports to the Trust's shareholders of
record and the SEC including, but not necessarily limited to, annual reports and
semi-annual reports to shareholders and on Form N-SAR and notices pursuant to
Rule 24f-2 under the 1940 Act;
(s) Prepare and file on a timely basis the Trust's tax returns,
including foreign, federal, state, local and excise tax returns, as applicable,
and any other tax filings, and issue all tax-related information to
shareholders, including IRS Form-1099 and other applicable tax forms;
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(t) Prepare and file any claims in connection with class actions
involving portfolio securities, handle administrative matters in connection with
the litigation or settlement of such claims, and prepare a report to the Board
regarding such matters;
(u) Obtain and maintain fidelity bonds and directors and
officers/errors and omissions insurance policies for the Trust in accordance
with Rules 17g-1 and 17d-1 under the 1940 Act at the expense of the Trust and
Funds and ensure that such fidelity bonds and any related notices are filed with
the SEC as required under the 1940 Act, to the extent such bonds and policies
are approved by the Board;
(v) Monitor the development and implementation of certain compliance
procedures for the Trust including, but not limited to, monitoring: (i) each
Fund's status as a regulated investment company under Sub-Chapter M of the
Internal Revenue Code of 1986, as amended, including performing, on a monthly
basis and based upon information provided by the Fund's adviser or sub-advisers,
the 90% gross income and asset diversification tests derived from such
Sub-Chapter; and (ii) compliance by each Fund with its investment objective,
policies and restrictions, and applicable laws and regulations;
(w) Prepare and furnish to the Trust monthly broker security
transaction summaries and monthly security transaction listings and (at the
Trust's request) performance information (including yield and total return
information) calculated in accordance with applicable U.S. securities laws and
reporting to external databases such information as may reasonably be requested;
(x) Assist the Trust and its agents in their accumulation and
preparation of materials for the Board of Trustees' meetings and for regulatory
examinations and inspections of the Trust, to the extent such materials relate
to the services being performed for the Trust by CMA;
(y) Coordinate the provisions of services to the Trust by other
service providers to the Trust, including the transfer agent, sub-transfer agent
and custodian; and
(z) Generally assist in all aspects of the Trust's operations.
In performing all services under this Agreement, CMA shall: (i) act in
conformity with the Trust's Declaration of Trust, By-laws, the 1940 Act and the
rules thereunder, and other applicable laws and regulations, as the same may be
amended from time to time, and the Trust's Registration Statement, as such
Registration Statement may be amended from time to time; (ii) consult and
coordinate with the Trust, as necessary and appropriate; and (iii) advise and
report to the Trust, as necessary or appropriate, with respect to any compliance
matters that come to its attention.
In connection with its duties under this Paragraph 3, it is understood and
agreed that CMA may, at its own expense, enter into sub-administration
agreements with other service providers and the Fund(s), provided that each such
service provider agrees with CMA and the Fund(s) to comply with all relevant
provisions of the 1940 Act and applicable rules and regulations thereunder.
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4. Compensation. CMA shall bear all expenses in connection with the
performance of its services under this Agreement, except those enumerated in
4(b) below.
(a) CMA will from time to time employ or associate with such person or
persons as CMA may believe to be particularly suited to assist it in performing
services under this Agreement. Such person or persons may be officers and
employees of both CMA and the Trust. The compensation of such person or persons
shall be paid by CMA and no obligation shall be incurred on behalf of the Trust
in such respect.
(b) CMA shall not be required to pay any of the following expenses
incurred by the Trust: investment advisory expenses; costs of printing and
mailing stock certificates, prospectuses, reports and notices; interest on
borrowed money; brokerage fees and commissions; taxes and fees payable to
federal, state and other governmental agencies; fees of Trustees of the Trust
who are not affiliated with CMA; outside auditing expenses, including tax
preparation; outside legal expenses; fees of independent pricing services
utilized by CMA to value each Fund's assets; fees of any other service provider
to the Trust (other than a sub-administrator engaged pursuant to Paragraph 3);
or other expenses not specified in this Section 4 which may be properly payable
by the Trust and which are approved by the Trust's President, Chief Financial
Officer or Treasurer.
(c) The Trust will compensate CMA for its services rendered pursuant
to this Agreement in accordance with Schedule B. In addition, the Trust shall
reimburse CMA for certain reasonable out-of pocket distributions made in
connection with fulfilling its obligations under the Agreement. The items
eligible for reimbursement are set forth on Schedule B.
5. Limitation of Liability; Indemnification.
(a) CMA shall not be liable for any error of judgment or mistake of
law or for any loss suffered by the Trust in connection with the performance of
its obligations and duties under this Agreement, except a loss resulting from
CMA's willful misfeasance, bad faith or negligence in the performance of such
obligations and duties, or by reason of its reckless disregard thereof.
(b) The 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 Trust will be asked to provide indemnification, except with the
Trust's prior written consent. Any amounts payable by the Trust under this
Section 5(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 Trust.
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6. Effective Date; Termination of Agreement.
(a) This Agreement shall become effective on the date of its
execution. This Agreement shall remain in full force and effect with respect to
such Fund(s) unless terminated pursuant to the provisions of Section 6(b).
(b) This Agreement may be terminated at any time without payment of
any penalty, upon 60 days written notice, by vote of the Board of Trustees of
the Trust, or by CMA. CMA will cooperate with and assist the Trust, its agents
and any successor administrator or administrators in any substitution/conversion
process.
(c) Sections 5 and 8 shall survive this Agreement's termination.
7. Amendments. No provision of this Agreement may be changed, discharged or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, discharge or termination is sought.
8. Confidentiality. All books, records, information and data pertaining to
the business of the Trust, its prior, present or potential shareholders and
CMA's customers that are exchanged or received pursuant to the performance of
CMA's duties under this Agreement shall remain confidential and shall not be
disclosed to any other person, except as specifically authorized by the Trust or
as may be required by law, and shall not be used for any purpose other than
performance of CMA's responsibilities and duties hereunder.
9. Service to Other Companies or Accounts. The Trust acknowledges that CMA
now acts, will continue to act and may act in the future as investment adviser
to fiduciary and other managed accounts, and as distributor, investment adviser,
investment sub-adviser and/or administrator to other investment companies or
series of investment companies, and the Trust has no objection to CMA so acting.
The Trust further acknowledges that the persons employed by CMA to assist in the
performance of their duties under this Agreement may not devote their full time
to such service and nothing contained in this Agreement shall be deemed to limit
or restrict the right of CMA or any affiliate of CMA to engage in and devote
time and attention to other businesses or to render services of whatever kind or
nature.
10. Miscellaneous.
(a) Any notice or other instrument authorized or required by this
Agreement to be given in writing to the Trust or CMA shall be sufficiently given
if addressed to that party and received by it at its office set forth below or
at such other place as it may from time to time designate in writing.
To the Trust:
Columbia Funds Master Investment Trust
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Secretary
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To CMA:
Columbia Management Advisors, LLC
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxx X. Xxxxx
(b) This Agreement shall extend to and shall be binding upon the
parties hereto and their respective successors and assigns; provided, however,
that this Agreement shall not be assignable without the written consent of the
other parties.
(c) This Agreement shall be construed in accordance with the laws of
the State of Delaware.
(d) This Agreement may be executed in any number of counterparts each
of which shall be deemed to be an original and which collectively shall be
deemed to constitute only one instrument.
(e) The captions of this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
This Agreement constitutes the entire agreement between the parties hereto with
respect to the matters described herein.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly
executed and delivered by their duly authorized officers as of the date first
written above.
COLUMBIA MANAGEMENT ADVISORS, LLC
By: /s/ J. Xxxxx Xxxxxxxxxxx
------------------------------------
J. Xxxxx Xxxxxxxxxxx
Chief Financial Officer
COLUMBIA FUNDS MASTER INVESTMENT TRUST
By: /s/ Xxxxxxxxxxx X. Xxxxxx
------------------------------------
Xxxxxxxxxxx X. Xxxxxx
President
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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: May 4, 2005
Last Amended: September 26, 2005
SCHEDULE B
For services rendered pursuant to this Agreement, the Trust will pay CMA,
an administration fee, computed daily and payable monthly, based on annual rate
of each Master Portfolio's daily net assets as follows:
PORTFOLIO ADMINISTRATION FEE
--------- ------------------
Columbia High Income Master Portfolio 0.05%
Columbia Intermediate Core Bond Master Portfolio 0.00%
Columbia International Value Master Portfolio 0.05%
Columbia Large Cap Core Master Portfolio 0.05%
Columbia Xxxxxxx Focused Equities Master Portfolio 0.10%
Columbia Xxxxxxx Growth Master Portfolio 0.10%
Columbia Xxxxxxx International Opportunities Master Portfolio 0.10%
Columbia Xxxxxxx 21st Century Master Portfolio 0.10%
Columbia Multi-Advisor International Equity Master Portfolio 0.05%
Columbia Small Cap Growth Master Portfolio 0.05%
Columbia Small Cap Value Master Portfolio 0.05%
In addition to the asset-based fee set forth above, the Trust shall
reimburse CMA and any sub-administrator engaged pursuant to Paragraph 3 for
certain reasonable out-of-pocket expenses incurred by them in connection with
the performance of their respective duties hereunder.
Reimbursable out-of-pocket expenses shall include the following: reasonable
costs associated with postage (including overnight services), telephone,
telecommunications (including facsimiles), duplicating, pricing services, and
forms and supplies and such other out-of-pocket expenses as the parties may
agree to from time to time.
