PRICING AND BOOKKEEPING AGREEMENT
This agreement (the "Agreement") is made as of this ________ day of
________, 2005, by and between the Oregon corporations and the Massachusetts and
Oregon 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. ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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 a
copy of the Agreement and Declaration of Trust of the Trust that is organized as
an Oregon business trust, as amended or restated from time to time, is on file
with the Secretary of State of Oregon, 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 TRUST I on behalf of its series listed on Schedule A
COLUMBIA FUNDS TRUST II on behalf of its series listed on Schedule A
COLUMBIA FUNDS TRUST III on behalf of its series listed on Schedule A
COLUMBIA FUNDS TRUST IV on behalf of its series listed on Schedule A
COLUMBIA FUNDS TRUST V on behalf of its series listed on Schedule A
COLUMBIA FUNDS TRUST VI on behalf of its series listed on Schedule A
COLUMBIA FUNDS TRUST VII on behalf of its series listed on Schedule A
COLUMBIA FUNDS TRUST VIII on behalf of its series listed on Schedule A
COLUMBIA FUNDS SERIES TRUST I on behalf of its series listed on Schedule A
COLUMBIA FUNDS TRUST XI on behalf of its series listed on Schedule A
CMG FUND TRUST on behalf of its series listed on Schedule A
LIBERTY VARIABLE INVESTMENT TRUST on behalf of its series listed on Schedule A
STEINROE VARIABLE INVESTMENT TRUST on behalf of its series listed on Schedule A
COLUMBIA BALANCED FUND, INC.
COLUMBIA DAILY INCOME COMPANY
COLUMBIA FIXED INCOME SECURITIES FUND, INC.
COLUMBIA HIGH YIELD FUND, INC.
COLUMBIA INTERNATIONAL STOCK FUND, INC.
COLUMBIA MID CAP GROWTH FUND, INC.
COLUMBIA OREGON MUNICIPAL BOND FUND, INC.
COLUMBIA REAL ESTATE EQUITY FUND, INC.
COLUMBIA SHORT TERM BOND FUND, INC.
COLUMBIA SMALL CAP GROWTH FUND, INC.
COLUMBIA STRATEGIC INVESTOR FUND, INC.
COLUMBIA TECHNOLOGY FUND, INC.
By:
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Name:
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Title:
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COLUMBIA MANAGEMENT ADVISORS, LLC.
By:
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Name:
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Title:
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