Exhibit (h)(2)
PRICING AND BOOKKEEPING AGREEMENT
This agreement (the "Agreement") is made as of May 1, 2006, by and
between the Massachusetts 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 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 relevant 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 Funds, its agents and any regulatory agency having
authority over the Fund.
4. Compensation. For the services provided pursuant to this Agreement,
the 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 Trust 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
any Trust or Fund, to any shareholder of any 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.
7. Amendments. Each 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 a 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 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 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.
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 a 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 a Trust and/or the
officers of the 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 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.
13. 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 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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Pricing and Bookkeeping Agreement
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the date first above written.
COLUMBIA FUNDS SERIES TRUST I on behalf of its series listed on Schedule A
COLUMBIA FUNDS INSTITUTIONAL TRUST on behalf of its series listed on
Schedule A
COLUMBIA FUNDS VARIABLE INSURANCE TRUST
on behalf of its series listed on Schedule A
By: /s/ Xxxxxxxxxxx Xxxxxx
Name: Xxxxxxxxxxx Xxxxxx
Title: President
COLUMBIA MANAGEMENT ADVISORS, LLC.
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Managing Director
SCHEDULE A
TRUST SERIES
Columbia Series Trust I Columbia High Yield Municipal Fund
Columbia Managed Municipals Fund
Columbia Strategic Income Fund
Columbia Tax-Managed Growth Fund
Columbia Federal Securities Fund
Columbia Tax-Exempt Fund
Columbia California Tax-Exempt Fund
Columbia International Stock Fund
Columbia Intermediate Municipal Bond Fund
Columbia Balanced Fund
Columbia High Yield Fund
Columbia Greater China Fund
Columbia Mid Cap Growth Fund
Columbia Oregon Intermediate Municipal Bond Fund
Columbia Real Estate Equity Fund
Columbia Small Cap Growth Fund
Columbia Strategic Investor Fund
Columbia Technology Fund
Columbia Asset Allocation Fund
Columbia Common Stock Fund
Columbia Disciplined Value Fund
Columbia Dividend Income Fund
Columbia Growth Stock Fund
Columbia Large Cap Growth Fund
Columbia Liberty Fund
Columbia Small Cap Core Fund
Columbia Small Company Equity Fund
Columbia Young Investor Fund
Columbia Connecticut Intermediate Municipal Bond Fund
Columbia Massachusetts 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 Connecticut Tax-Exempt Fund
Columbia Massachusetts Tax-Exempt Fund
Columbia New York Tax-Exempt Fund
Columbia Tax-Exempt Insured Fund
Columbia Utilities Fund
Columbia Income Fund
Columbia Intermediate Bond Fund
Columbia U.S. Treasury Index Fund
Columbia World Equity Fund
Columbia Core Bond Fund
Columbia High Yield Opportunity Fund
Columbia Small Cap Value Fund I
Columbia Funds Institutional Trust CMG Strategic Equity 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 Corporate 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
CMG Emerging Markets Equity Fund
Columbia Funds Variable Insurance Trust Columbia Asset Allocation Fund, VS
Columbia Federal Securities Fund, VS
Columbia International Fund, VS
Columbia Large Cap Growth Fund, VS
Columbia Large Cap Value Fund, VS
Columbia Mid Cap Value Fund, VS
Columbia Money Market Fund, VS
Columbia S&P 500 Index Fund, VS
Columbia Small Cap Value Fund, VS
Columbia Small Company Growth Fund, VS
Columbia Strategic Income Fund, VS
SCHEDULE B
Services. CMA will provide the following services to the Trusts and Funds:
Columbia International Fund, Variable Series
Columbia Large Cap Value Fund, Variable Series
Columbia Mid Cap Value Fund, Variable Series
Columbia S&P 500 Fund, Variable Series
Columbia Small Cap Value Fund, Variable Series
Columbia Strategic Income Fund, Variable Series
CMA will (i) determine and timely communicate to persons designated by the
Trust the Fund's net asset values and offering prices per share; and (ii)
maintain and preserve in a secure manner the accounting records of the Fund.
All records are the property of the relevant Fund. CMA will provide disaster
planning to minimize possible service interruption. CMA will make available
on its premises during regular business hours all records of a Fund for
reasonable audit, use and inspection by the Trust, its agents and any
regulatory agency having authority over the Fund.
Columbia Funds Series Trust I
Columbia Asset Allocation Fund, Variable Series
Columbia Federal Securities Fund, Variable Series
Columbia Large Cap Growth Fund, Variable Series
Columbia Money Market Fund, Variable Series
Columbia Small Company Growth Fund, Variable Series
For each Fund of each Trust, CMA will value all securities and other assets of
the Fund, and compute the net asset value per share of such Fund, at such times
and dates and in the manner and by such methodology as is specified in the then
currently effective prospectus and statement of additional information for such
Fund, and pursuant to such other written procedures or instructions furnished
to CMA by the Trust. To the extent procedures or instructions used to value
securities or other assets of a Fund under this Agreement are at any time
inconsistent with any applicable law or regulation, the Trust will provide CMA
with written instructions for valuing such securities or assets in a manner
which the Trust represents to be consistent with applicable law and
regulation.
CMA will calculate with such frequency as each Trust directs, the net income of
each Fund for dividend purposes and on a per share basis. Such calculation
will be at such times and dates and in such manner as the Trust instructs CMA
in writing. For purposes of such calculation, CMA is not responsible for
determining whether any dividend or interest accruable to the Trust is or will
be actually paid, but will accrue such dividend and interest unless otherwise
instructed by the Trust.
CMA will calculate gains or losses of each Fund from the sale or other
disposition of assets of that Fund as the Trust directs.
At the request of a Trust, CMA will compute yields for each Fund of the Trust
for such periods and using such formula as the Trust instructs.
CMA will provide each Trust, the Trust's transfer agent and such other parties
as directed by the Trust with the net asset value per share, the net income per
share and yields for each Fund of the Trust at such time and in such manner and
format and with such frequency as the parties mutually agree.
Each Trust will furnish CMA with any and all instructions, explanations,
information, specifications and documentation deemed necessary by CMA in the
performance of its duties hereunder, including, without limitation, the amounts
and/or written formula for calculating the amounts, and times of accrual of
liabilities and expenses of each Fund. Each Trust will also at any time and
from time to time furnish CMA with bid, offer and/or market values of
securities owned by the Trust if the same are not available to CMA from a
pricing or similar service designated by the Trust for use by CMA to value
securities or other assets. CMA is at no time required to commence or maintain
any utilization of, or subscriptions to, any such service which will be the
sole responsibility and expense of the Trust.
CMA will, as agent for each Trust, maintain and keep current and preserve the
general ledger and other accounts, books, and financial records of the Trust
relating to activities and obligations under this Agreement in accordance with
the applicable provisions of Sections 31(a) of the General Rules and
Regulations under the Investment Company Act of 1940, as amended (the "Rules").
All records maintained and preserved by CMA pursuant to this Agreement which
each Trust is required to maintain and preserve in accordance with the Rules
will be and remain the property of the Trust and will be surrendered to
the Trust promptly upon request in the form in which such records have been
maintained and preserved.
CMA will make available on its premises during regular business hours all
records of a Trust for reasonable audit, use and inspection by the Trust, its
agents and any regulatory agency having authority over the Trust.
Columbia Funds Institutional Trust
CMA will (i) provide fund accounting oversight of State Street Bank ("SSB") who
will provide each Fund's daily fund accounting services, including the
determination of timely communication to persons designated by the Fund
[of] the Fund's net asset value and offering price per share; (ii) maintain and
preserve in a secure manner the accounting records of the Fund; and (iii)
provide disaster planning to minimize possible service interruption to
the Funds. CMA will make available on its premises during regular business
hours all records of the Fund for reasonable audit, use and inspection by the
Fund, its agents and any regulatory agency having authority over the Fund.
SCHEDULE C
Fees. For the services provided pursuant to this Agreement, each 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 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.
