Exhibit (h5)
PRICING, BOOKKEEPING AND FUND ADMINISTRATION AGREEMENT
AGREEMENT dated as of July 1, 2002, between each investment company
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 investment
companies), each of such investment companies acting severally on its own behalf
and not jointly with any of such other investment companies (each of such
investment companies being hereinafter referred to as the "Fund"), and Colonial
Management Associates, Inc., a Massachusetts corporation ("CMA"). Each Fund may
have multiple classes of shares. The Fund and CMA agree as follows:
1. Appointment. The Fund appoints CMA as agent to perform the pricing
and bookkeeping 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) provide fund accounting oversight of State
Street Bank ("SSB") who will provide the Fund's daily fund accounting services,
including the determination of timely communication to persons designated by the
Fund 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; (iii) provide
fund administration, including daily prospectus, investment restrictions, and
Investment Company Act of 1940 compliance review, tax and distribution
management, expense budgeting, performance reporting and statistical analysis,
financial reporting and board reporting; and (iv) provide disaster planning to
minimize possible service interruption to the Funds.
3. Audit, Use and Inspection. CMA shall 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.
4. Compensation. Each Fund shall pay for the services provided in the
agreement the Fee set forth in appendix II.
5. Compliance. CMA shall comply with applicable provisions relating to
pricing and bookkeeping of the prospectus and statement of additional
information of the Fund and applicable laws and rules, including each Fund's
articles of incorporation, bylaws and policies adopted by its board of directors
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 Fund, to any shareholder of the 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 Fund 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
Directors 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 thirty days after receipt of written specification of such
cause. Paragraph 6 of this Agreement shall survive termination. If the Fund
designates a successor to any of CMA's obligations, CMA shall, at the expense
and direction of the Fund, 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, make use of (i) its affiliated companies and
their directors, trustees, officers, and employees and (ii) subcontractors
(other than SSB) selected by CMA subject to approval from an officer of each
Fund for which the services will be provided by subcontractor, provided 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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
THE FUNDS LISTED ON APPENDIX I
XXXX X. XXXXXX
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By: Xxxx X. Xxxxxx
Title: President
COLONIAL MANAGEMENT ASSOCIATES
XXXXXX X. XXXXXXX
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By: Xxxxxx X. Xxxxxxx
Title: Executive Vice President and Chief Operating Officer
APPENDIX I
Columbia Common Stock Fund, Inc.
Columbia Balanced Fund, Inc.
Columbia Growth Fund, Inc.
Columbia Mid Cap Growth Fund, Inc.
Columbia Small Cap Growth Fund, Inc.
Columbia Real Estate Equity Fund, Inc.
Columbia International Fund, Inc.
Columbia Technology Fund, Inc.
Columbia Strategic Investor Fund, Inc.
Columbia Daily Income Company
Columbia Fixed Income Securities Fund, Inc.
Columbia Short Term Bond Fund, Inc.
Columbia High Yield Fund, Inc.
Columbia Oregon Municipal Bond Fund, Inc.
Columbia National Municipal Bond Fund, Inc.
CMG Small Cap Fund
CMG Small/Mid Cap Fund
CMG International Stock Fund
CMG Strategic Equity Fund
CMG Enhanced 500 Index Fund
CMG Large Cap Growth Fund
CMG Large Cap Value Fund
CMG Mid Cap Growth Fund
CMG Mid Cap Value Fund
CMG Small Cap Growth Fund
CMG Small Cap Value Fund
CMG Emerging Markets Equity Fund
CMG High Yield Fund
CMG Fixed Income Securities Fund
CMG Short Term Bond Fund
CMG International Bond Fund
CMG Core Plus Bond Fund
CMG Government Bond Fund
CMG Corporate Bond Fund
CMG Mortgage and Asset-Backed Securities Fund
Effective Date: October 13, 2003
APPENDIX II
For the services to be rendered under this Agreement, each Fund shall
pay to CMA, on a monthly basis, a fee equal to 1/12 of .01 of 1 percent of
average daily net assets of the Fund. The fee for a Fund in any year shall not
be less than $25,000 or exceed $150,000. Each of the Funds of CMG Fund Trust
will not be charged a Fee pursuant to this Agreement.
