Exhibit (h)(1)
ADMINISTRATIVE 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 hereby appoints CMA to act as administrator
for its Funds, and CMA accepts such appointment and will perform the respective
duties and functions of such offices in the manner hereinafter set forth.
2. Administrative 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. 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.
4. Expenses Borne By Trust. Except to the extent expressly assumed by CMA
herein or under a separate agreement between a Trust and CMA and except to the
extent required by law to be paid by CMA, each Trust shall pay all costs and
expenses incidental to its organization, operations and business. Without
limitation, such costs and expenses shall include but not be limited to:
(a) All charges of depositories, custodians and other agencies for the
safekeeping and servicing of its cash, securities, and other property;
(b) All charges for equipment or services used for obtaining price
quotations or for communication between CMA or the Trust and the
custodian, transfer agent or any other agent selected by the Trust;
(c) All charges for investment advisory, portfolio management, transfer
agency and accounting services provided to the Trust by CMA, or any
other provider of such services;
(d) All charges for services of the Trust's independent auditors and for
services to the Trust by legal counsel;
(e) All compensation of the Trustees, other than those affiliated with CMA,
all expenses incurred in connection with their services to the Trust,
and all expenses of meetings of the Trustees or committees thereof;
(f) All expenses incidental to holding meetings of shareholders, including
printing and of supplying each record-date shareholder with notice and
proxy solicitation material, and all other proxy solicitation expenses;
(g) All expenses of printing of annual or more frequent revisions of the
Trust's Prospectus(es) and of supplying each then-existing shareholder
with a copy of a revised Prospectus;
(h) All expenses related to preparing and transmitting certificates
representing the Trust's shares;
(i) All expenses of bond and insurance coverage required by law or deemed
advisable by the Trustees;
(j) All brokers' commissions and other normal charges incident to the
purchase, sale, or lending of Fund securities;
(k) All taxes and governmental fees payable to federal, state or other
governmental agencies, domestic or foreign, including all stamp or
other transfer taxes;
(l) All expenses of registering and maintaining the registration of the
Trust under the Investment Company Act of 1940, as amended (the "1940
Act") and, to the extent no exemption is available, expenses of
registering the Trust's shares under the Securities Act of 1933, as
amended, of qualifying and maintaining qualification of the Trust and
of the Trust's shares for sale under securities laws of various states
or other jurisdictions and of registration and qualification of the
Trust under all other laws applicable to the Trust or its business
activities;
(m) All interest on indebtedness, if any, incurred by the Trust or its
Fund; and
(n) All fees, dues and other expenses incurred by the Trust in connection
with membership of the Trust in any trade association or other
investment company organization.
5. Allocation Of Expenses Borne By Trust. Any expenses borne by a Trust
that are attributable solely to the organization, operation or business of a
constituent Fund shall be paid solely out of such Fund's assets. Any expense
borne by a Trust which is not solely attributable to a constituent Fund, nor
solely to any other series of shares of the Trust, shall be apportioned in such
manner as CMA determines is fair and appropriate, or as otherwise specified by
the Trustees.
6. Expenses Borne By CMA. CMA at its own expense shall furnish all
executive and other personnel, office space, and office facilities required to
render the services set forth in this Agreement. However, CMA shall not be
required to pay or provide any credit for services provided by the Trust's
custodian or other agents without additional cost to the Trust.
In the event that CMA pays or assumes any expenses of a Trust or a Fund
not required to be paid or assumed by CMA under this Agreement, CMA shall not
be obligated hereby to pay or assume the same or similar expense in the future;
provided that nothing contained herein shall be deemed to relieve CMA of any
obligation to a Trust or a Fund under any separate agreement or arrangement
between the parties.
7. Administration Fee. Each Trust shall pay to CMA, or to such person(s)
as CMA may from time to time instruct, for services rendered and costs incurred
in connection with the performance of duties hereunder, such compensation and
reimbursement as may from time to time be agreed to by the Trust and CMA.
8. Non-Exclusivity. The services of CMA to the Trusts and Funds hereunder
are not to be deemed exclusive and CMA shall be free to render similar services
to others.
9. Standard Of Care. Neither CMA, nor any of its directors, officers or
stockholders, agents or employees shall be liable to any Trust, Fund, or its
shareholders for any action taken or thing done by it or its subcontractors or
agents on behalf of the Trust or Fund in carrying out the terms and provisions
of this Agreement if done in good faith and without gross negligence, willful
misfeasance or reckless disregard of duties and obligations hereunder on the
part of CMA, its subcontractors, or agents.
10. Effective Date, Amendment, And Termination. This Agreement shall
become effective as to each Fund as of the effective date for Fund specified in
Schedule A hereto and, unless terminated as hereinafter provided, shall remain
in effect with respect to the Fund thereafter from year to year so long as such
continuance is specifically approved with respect to the Fund at least annually
by a majority of the Trustees who are not interested persons of the relevant
Trust or CMA.
As to any Trust or Fund, this Agreement may be modified or amended
from time to time by mutual agreement between CMA and the Trust and may be
terminated by CMA or the Trust by at least sixty (60) days' written notice given
by the terminating party to the other party. Upon termination as to a Fund, the
relevant Trust shall pay to CMA such compensation as may be due under this
Agreement as of the date of such termination and shall reimburse CMA for its
costs, expenses, and disbursements payable under this Agreement to such date.
In the event that, in connection with a termination, a successor to any of the
duties or responsibilities of CMA hereunder is designated by the Trust by
written notice to CMA, upon such termination CMA shall promptly, and at the
expense of the Trust or Fund with respect to which this Agreement is terminated,
transfer to such successor all relevant books, records, and data
established or maintained by CMA under this Agreement and shall cooperate in the
transfer of such duties and responsibilities, including provision, at the
expense of the Fund, for assistance from CMA personnel in the establishment of
books, records, and other data by such successor.
11. Assignment. Any interest of CMA under this Agreement with respect to
any Trust shall not be assigned either voluntarily or involuntarily, by
operation of law or otherwise, without the prior written consent of the Trust.
12. Books And Records. CMA shall maintain, or oversee the maintenance by
such other persons as may from time to time be approved by the Trustees to
maintain, the books, documents, records and data required to be kept by each
Trust under the 1940 Act, the laws of the Commonwealth of Massachusetts or such
other authorities having jurisdiction over the Trust or Fund or as may
otherwise be required for the proper operation of the business and affairs of
the Trust or Fund (other than those required to be maintained by any investment
adviser retained by the Trust on behalf of Fund in accordance with Section 15
of the 1940 Act).
CMA will periodically send to each Trust all books, documents, records,
and data of the Trust and Funds that are no longer needed for current purposes
or required to be retained as set forth herein. CMA shall have no liability for
loss or destruction of said books, documents, records, or data after they are
returned to the appropriate Trust.
CMA agrees that all such books, documents, records, and data which it
maintains shall be maintained in accordance with Rule 31a-3 of the 1940 Act and
that any such items maintained by it shall be the property of the relevant
Trust. CMA further agrees to surrender promptly to a Trust any such items it
maintains upon request, provided that CMA shall be permitted to retain a copy
of all such items. CMA agrees to preserve all such items maintained under Rule
31a-1 for the period prescribed under Rule 31a-2 of the 1940 Act.
Each Trust shall furnish or otherwise make available to CMA such copies
of the financial statements, proxy statements, reports, and other information
relating to the business and affairs of its Funds as CMA may, at any time or
from time to time, reasonably require in order to discharge its obligations
under this Agreement.
13. 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.
14. 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.
15. 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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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
Except to the extent that CMA provides such services to a Fund under an
investment advisory agreement, CMA will provide the following services, as
applicable, to each Fund:
Subject to the general direction and control of the Board of Trustees of the
Trust, CMA will perform such administrative services as may from time to time
be reasonably requested by the Trust, which include without limitation:
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
(a) providing office space, equipment and clerical personnel necessary
for maintaining the organization of the Fund and for performing the
administrative functions herein set forth;
(b) arranging, if desired by the Trust, for Trustees, officers and
employees of CMA to serve as Trustees, officers or agents of the Fund
if duly elected or appointed to such positions and subject to their
individual consent and to any limitations imposed by law;
(c) preparing and, if applicable, filing all documents required for
compliance by the Fund with applicable laws and regulations,
including registration statements, registration fee filings,
semi-annual and annual reports to shareholders, proxy statements and
tax returns;
(d) preparation of agendas and supporting documents for and minutes of
Trustees, committees of Trustees and shareholders;
(e) coordinating and overseeing the activities of the Fund's other third-
party service providers;
(f) maintaining books and records of the Fund (exclusive of records
required by Section 31(a) of the 1940 Act;
Columbia Funds Institutional Trust
(a) providing fund administration, including daily prospectus, investment
restrictions, and 1940 Act compliance review, tax and distribution
management, expense budgeting, performance reporting and statistical
analysis, financial reporting and board reporting;
Columbia Funds Series Trust I
(a) preparation and maintenance of the Trust's registration statement
with the Securities and Exchange Commission;
(b) preparation and periodic updating of the prospectus and statement of
additional information for the Fund;
(c) preparation, filing with appropriate regulatory authorities, and
dissemination of various reports for the Fund, including but not
limited to semiannual reports to shareholders under Section 30(d) of
the 1940 Act, annual and semiannual reports on Form N-SAR, and
notices pursuant to Rule 24f-2;
(d) arrangement for all meetings of shareholders, including the
collection of all information required for preparation of proxy
statements, the preparation and filing with appropriate regulatory
agencies of such proxy statements, the supervision of solicitation of
shareholders and shareholder nominees in connection therewith,
tabulation (or supervision of the tabulation) of votes, response to
all inquiries regarding such meetings from shareholders, the public
and the media, and preparation and retention of all minutes and all
other records required to be kept in connection with such meetings;
(e) maintenance and retention of all Trust charter documents and the
filing of all documents required to maintain the Trust's status as a
Massachusetts business trust and as a registered open-end investment
company;
(f) arrangement and preparation and dissemination of all materials for
meetings of the Board of Trustees and committees thereof and
preparation and retention of all minutes and other records thereof;
(g) preparation and filing of the Trust's federal, state and local income
tax returns and calculation of any tax required to be paid in
connection therewith;
(h) calculation of all Trust and Fund expenses and arrangement for the
payment thereof;
(i) calculation of and arrangement for payment of all income, capital
gain, and other distributions to shareholders of the Fund;
(j) determination, after consultation with the officers of the Trust, of
the jurisdictions in which shares of beneficial interest of each Fund
("Shares") shall be registered or qualified for sale, or may be sold
pursuant to an exemption from such registration or qualification, and
preparation and maintenance of the registration or qualification of
the Shares for sale under the securities laws of each such
jurisdiction;
(k) provision of the services of persons who may be appointed as officers
of the Trust by the Board of Trustees (it is agreed that some person
or persons may be officers of both the Trust and CMA, and that the
existence of any such dual interest shall not affect the validity of
this Agreement except as otherwise provided by specific provision of
applicable law);
(l) preparation and, subject to approval of the Trust's chief financial
officer, dissemination of the Trust's and each Fund's quarterly
financial information to the Board of Trustees and preparation of
such other reports relating to the business and affairs of the Trust
and each Fund as the officers and Board of Trustees may from time to
time reasonably request;
(m) administration of the Trust's code of ethics and periodic reporting
to the Board of Trustees of Trustee and officer compliance therewith;
(n) provision of internal legal, accounting, compliance, audit, and risk
management services and periodic reporting to the Board of Trustees
with respect to such services;
(o) negotiation, administration and oversight of third party services to
the Trust including, but not limited to, custody, tax, transfer
agency, disaster recovery, audit and legal services;
(p) negotiation and arrangement for insurance desired or required of the
Trust and administering all claims thereunder;
(q) response to all inquiries by regulatory agencies, the press, and the
general public concerning the business and affairs of the Trust,
including the oversight of all periodic inspections of the operations
of the Trust and its agents by regulatory authorities and responses
to subpoenas and tax levies;
(r) handling and resolution of any complaints registered with the Trust
by shareholders, regulatory authorities, and the general public;
(s) monitoring legal, tax, regulatory and industry developments related
to the business affairs of the Trust and communicating such
developments to the officers and Board of Trustees as they may
reasonably request or as the Administrator believes appropriate;
(t) administration of operating policies of the Trust and recommendation
to the officers and the Board of Trustees of the Trust of
modifications to such policies to facilitate the protection of
shareholders or market competitiveness of the Trust and Fund and to
the extent necessary to comply with new legal or regulatory
requirements;
(u) responding to surveys conducted by third parties and reporting of
Fund performance and other portfolio information;
(v) filing of claims, class actions involving portfolio securities, and
handling administrative matters in connection with the litigation or
settlement of such claims;
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
(a) the provision of office space, equipment and facilities necessary in
connection with the maintenance of the headquarters of the Trust;
(b) the maintenance of the corporate books and records of the Trust,
other than its accounting books and records and those of its records
maintained by its investment adviser, transfer agent or custodian,
and making arrangements for meetings of Trustees of the Trust;
(c) preparation and filing of proxy materials and making arrangements for
meetings of shareholders or beneficial owners of the
Funds;
(d) preparation and filing of all required reports and all updating and
other amendments to the Trust's registration statement under the 1940
Act, the Securities Act of 1933, as amended and the rules and
regulations thereunder;
(e) calculation of distributions required or advisable under the Internal
Revenue Code of 1986;
(f) periodic computation and reporting to the investment adviser of the
Funds' compliance with diversification and other portfolio
requirements of the 1940 Act and Internal Revenue Code;
(g) development and implementation of general shareholder and beneficial
owner correspondence and communications relating to the Funds,
including the preparation and filing of shareholder and beneficial
owner reports as are required or deemed advisable;
(h) general oversight of the custodial, net asset value computation,
portfolio accounting, financial statement preparation, legal, tax
and accounting services performed for the Trust or the Funds by
others;
(i) CMA will preserve for the Trust all records it maintains for the
Trust as prescribed by the rules and regulations of the SEC in the
manner and for the time periods prescribed by such rules. CMA agrees
that all such records are the property and under the control of the
Trust and will be made available, within five business days of any
request therefor, to the Trust's Board of Trustees or auditors during
regular business hours at CMA's offices. In the event of termination
of this Agreement for any reason, all such records will be returned,
without charge, promptly to the Trust, free from any claim or
retention of rights by CMA, except that CMA may retain copies of such
records; and
(j) CMA will report to the Trustees of the Trust any potential or
existing material irreconcilable conflict among the interests of
shareholders (the separate accounts of insurance companies investing
in the Trust) of which it is aware. CMA will assist the Trustees in
carrying out their responsibilities under an Order from the SEC,
dated July 1, 1988, granting insurance companies and variable annuity
and variable life insurance separate accounts exemptions from the
provisions of Section 9(a), 13(a), 15(a) and 15(b) of the 1940 Act
and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent
necessary to permit shares of the Trust to be sold to and held by
variable annuity and variable life insurance separate accounts of
insurance companies affiliated and unaffiliated with each other.
CMA will provide the Trustees with all information reasonably
necessary for the Trustees to consider any issues raised.
Notwithstanding the foregoing, CMA shall not be deemed to have assumed or have
any responsibility under this Agreement with respect to, and shall not be
responsible for, the management of the Fund's assets or the rendering of
investment advice with respect thereto, or performance of functions specifically
assumed by any transfer agent or custodian of the Fund, or underwriting or
distribution services.
