Exhibit 99.(h)(2)
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
VARIABLE INSURANCE TRUST I (formerly, NATIONS SEPARATE ACCOUNT TRUST), a
Delaware statutory trust (the "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 Trust being
hereinafter referred to as a "Fund") and Columbia Management Advisors, LLC
("CMA"), a Delaware limited liability company.
WHEREAS, the 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 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 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 Trust, 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.
(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 Trust or Fund, to any shareholder
of the 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 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 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 Trust.
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 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 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 the 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 the 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 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 the 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 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.
NATIONS SEPARATE ACCOUNT TRUST, on behalf of its series listed on Schedule A
By: /s/ Xxxxxxxxxxx X. Xxxxxx
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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 VARIABLE INSURANCE TRUST I
1. Columbia Xxxxxxx Growth Fund, Variable Series
2. Columbia Xxxxxxx Focused Equities Fund, Variable Series
3. Columbia Xxxxxxx 21st Century Fund, Variable Series
4. Columbia Xxxxxxx International Opportunities Fund, Variable Series
5. Columbia High Yield Fund, Variable Series
6. Columbia Mid Cap Growth Fund, Variable Series
Approved: November 18, 2005
Last Amended: October 2, 2006
SCHEDULE B
SERVICES. CMA will provide the following services to the 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 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 Trust are the
property of the Trust and further agrees to surrender promptly to the
Trust any of such records upon the 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 Trust's
current prospectus(es), applicable pricing procedures and resolutions
of the 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 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.
