Exhibit (d)(10)
FORM OF
COLUMBIA ASSET ALLOCATION FUND
COLUMBIA SMALL CAP CORE FUND
COLUMBIA SMALL COMPANY EQUITY FUND
COLUMBIA DIVIDEND INCOME FUND
COLUMBIA DISCIPLINED VALUE FUND
COLUMBIA COMMON STOCK FUND
COLUMBIA LARGE CAP GROWTH FUND
MANAGEMENT AGREEMENT
This Agreement is made as of the __ day of March, 2006 between COLUMBIA FUNDS
SERIES TRUST I (the "Trust"), on behalf of its COLUMBIA ASSET ALLOCATION FUND,
COLUMBIA SMALL CAP CORE FUND, COLUMBIA SMALL COMPANY EQUITY FUND, COLUMBIA
DIVIDEND INCOME FUND, COLUMBIA DISCIPLINED VALUE FUND, COLUMBIA COMMON STOCK
FUND and COLUMBIA LARGE CAP GROWTH FUND series (the "Funds") and COLUMBIA
MANAGEMENT ADVISORS, LLC (the "Adviser"). The Trust is registered as an open-end
investment company pursuant to the Investment Company Act of 1940 (the "Act").
The Adviser is registered as an investment adviser pursuant to the Investment
Advisers Act of 1940. This Agreement relates to the services to be performed by
the Adviser with respect to the Funds.
The parties agree as follows:
1. Investment Management Services. The Adviser shall manage the investment
operations of the Trust and each Fund, subject to the terms of this Agreement
and to the supervision and control of the Trust's Board of Trustees
("Trustees"). The Adviser agrees to perform, or arrange for the performance of,
the following services with respect to each Fund:
(a) to obtain and evaluate such information relating to economies, industries,
businesses, securities and commodities markets, and individual securities,
commodities and indices as it may deem necessary or useful in discharging its
responsibilities hereunder;
(b) to formulate and maintain a continuing investment program in a manner
consistent with and subject to (i) The Trust's agreement and declaration of
trust and by-laws; (ii) the Funds' investment objectives, policies, and
restrictions as set forth in written documents furnished by the Trust to the
Adviser; (iii) all securities, commodities, and tax laws and regulations
applicable to the Funds and Trust; and (iv) any other written limits or
directions furnished by the Trustees to the Adviser;
(c) unless otherwise directed by the Trustees, to determine from time to time
securities, commodities, interests or other investments to be purchased, sold,
retained or lent by the Funds, and to implement those decisions, including the
selection of entities with or through which such purchases, sales or loans are
to be effected;
(d) to use reasonable efforts to manage the Funds so that they will qualify as
regulated investment companies under subchapter M of the Internal Revenue Code
of 1986, as amended;
(e) to make recommendations as to the manner in which voting rights, rights to
consent to Trust or Fund action, and any other rights pertaining to the Trust or
the Funds shall be exercised;
(f) to make available to the Trust promptly upon request all of the Funds'
records and ledgers and any reports or information reasonably requested by the
Trust; and
(g) to the extent required by law, to furnish to regulatory authorities any
information or reports relating to the services provided pursuant to this
Agreement.
Except as otherwise instructed from time to time by the Trustees, with respect
to execution of transactions for the Trust on behalf of a Fund, the Adviser
shall place, or arrange for the placement of, all orders for purchases, sales,
or loans with issuers, brokers, dealers or other counter parties or agents
selected by the Adviser. In connection with the selection of all such parties
for the placement of all such orders, the Adviser shall attempt to obtain most
favorable execution and price, but may nevertheless in its sole discretion as a
secondary factor, purchase and sell portfolio securities from and to brokers and
dealers who provide the Adviser with statistical, research and other
information, analysis, advice, and similar services. In recognition of such
services or brokerage services provided by a broker or dealer, the Adviser is
hereby authorized to pay such broker or dealer a commission or spread in excess
of that which
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might be charged by another broker or dealer for the same transaction if the the
Adviser determines in good faith that the commission or spread is reasonable in
relation to the value of the services so provided.
The Trust hereby authorizes any entity or person associated with the Adviser
that is a member of a national securities exchange to effect any transaction on
the exchange for the account of a Fund to the extent permitted by and in
accordance with Section 11(a) of the Securities Exchange Act of 1934 and Rule
11a2-2(T) thereunder. The Trust hereby consents to the retention by such entity
or person of compensation for such transactions in accordance with Rule
11a-2-2(T)(a)(iv).
The Adviser may, where it deems to be advisable, aggregate orders for its other
customers together with any securities of the same type to be sold or purchased
for the Trust or one or more Funds in order to obtain best execution or lower
brokerage commissions. In such event, the Adviser shall allocate the shares so
purchased or sold, as well as the expenses incurred in the transaction, in a
manner it considers to be equitable and fair and consistent with its fiduciary
obligations to the Trust, the Funds, and the Adviser's other customers.
The Adviser shall for all purposes be deemed to be an independent contractor and
not an agent of the Trust and shall, unless otherwise expressly provided or
authorized, have no authority to act for or represent the Trust in any way.
2. Administrative Services. The Adviser shall supervise the business and affairs
of the Trust and each Fund and shall provide such services and facilities as may
be required for effective administration of the Trust and the Funds as are not
provided by employees or other agents engaged by the Trust; provided that the
Adviser shall not have any obligation to provide under this Agreement any such
services which are the subject of a separate agreement or arrangement between
the Trust and the Adviser, any affiliate of the Adviser, or any third party
administrator ("Administrative Agreements").
3. Use of Affiliated Companies and Subcontractors. In connection with the
services to be provided by the Adviser under this Agreement, the Adviser may, to
the extent it deems appropriate, and subject to compliance with the requirements
of applicable laws and regulations and upon receipt of written approval of the
Trustees, make use of (i) its affiliated companies and their directors,
trustees, officers, and employees and (ii) subcontractors selected by the
Adviser, provided that the Adviser shall supervise and remain fully responsible
for the services of all such third parties in accordance with and to the extent
provided by this Agreement. All costs and expenses associated with services
provided by any such third parties shall be borne by the Adviser or such
parties.
4. Expenses Borne by the Trust. Except to the extent expressly assumed by the
Adviser herein or under a separate agreement between the Trust and the Adviser
and except to the extent required by law to be paid by the Adviser, the Adviser
shall not be obligated to pay any costs or expenses incidental to the
organization, operations or business of the Trust. 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 the Adviser or the Trust and the custodian, transfer
agent or any other agent selected by the Trust;
(c) all charges for administrative and accounting services provided to the Trust
by the Adviser, 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 Trustees, other than those affiliated with the Adviser,
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 holders of units of interest
in the Trust ("Unitholders"), including printing and of supplying each
record-date Unitholder with notice and proxy solicitation material, and all
other proxy solicitation expense;
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(g) all expenses of printing of annual or more frequent revisions of the Trust's
prospectus(es) and of supplying each then-existing Unitholder with a copy of a
revised prospectus;
(h) all expenses related to preparing and transmitting certificates representing
Trust shares;
(i) all expenses of bond and insurance coverage required by law or deemed
advisable by the Board of Trustees;
(j) all brokers' commissions and other normal charges incident to the purchase,
sale, or lending of portfolio 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 Act and, to the extent no exemption is available, expenses of
registering the Trust's shares under the Securities Act of 1933 (the "1933
Act"), 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 a 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 the Trust that
are attributable solely to the organization, operation or business of a Fund
shall be paid solely out of Fund assets. Any expense borne by the Trust which is
not solely attributable to a Fund, nor solely to any other series of shares of
the Trust, shall be apportioned in such manner as the Adviser determines is fair
and appropriate, or as otherwise specified by the Board of Trustees.
6. Expenses Borne by the Adviser. The Adviser at its own expense shall furnish
all executive and other personnel, office space, and office facilities required
to render the investment management and administrative services set forth in
this Agreement. The Adviser shall pay all expenses of establishing, maintaining,
and servicing the accounts of Unitholders in each Fund. However, the Adviser
shall not be required to pay or provide any credit for services provided by
Trust's custodian or other agents without additional cost to the Trust.
In the event that the Adviser pays or assumes any expenses of Trust or a Fund
not required to be paid or assumed by the Adviser under this Agreement, the
Adviser 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 the Adviser of any obligation to the Trust or a Fund under any separate
agreement or arrangement between the parties.
7. Management Fee. For the services rendered, facilities provided, and charges
assumed and paid by the Adviser hereunder, the Trust shall pay to the Adviser
out of the assets of each Fund fees at the annual rate for such Fund as set
forth in Schedule A to this Agreement. For each Fund, the management fee shall
accrue on each calendar day, and shall be payable monthly on the first business
day of the next succeeding calendar month. The daily fee accrual shall be
computed by multiplying the fraction of one divided by the number of days in the
calendar year by the applicable annual rate of fee, and multiplying this product
by the net assets of the Fund, determined in the manner established by the Board
of Trustees, as of the close of business on the last preceding business day on
which the Fund's net asset value was determined.
8. Retention of Sub-Adviser. Subject to obtaining the initial and periodic
approvals required under Section 15 of the 1940 Act, the Adviser may retain one
or more sub-advisers at the Adviser's own cost and expense for the purpose of
furnishing one or more of the services described in Section 1 hereof with
respect to the Trust or one or more Funds. Retention of a sub-adviser shall in
no way reduce the responsibilities or obligations of the Adviser under this
Agreement, and the Adviser shall be responsible to the Trust and its Funds for
all acts or omissions of any sub-adviser in connection with the performance of
the Adviser's duties hereunder.
9. Non-Exclusivity. The services of the Adviser to the Trust hereunder are not
to be deemed exclusive and the Adviser shall be free to render similar services
to others.
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10. Standard of Care. Neither the Adviser, nor any of its directors, officers,
stockholders, agents or employees shall be liable to the Trust or its
Unitholders for any error of judgment, mistake of law, loss arising out of any
investment, or any other act or omission in the performance by the Adviser of
its duties under this Agreement, except for loss or liability resulting from
willful misfeasance, bad faith or gross negligence on the Adviser's part or from
reckless disregard by the Adviser of its obligations and duties under this
Agreement.
11. Amendment. This Agreement may not be amended as to the Trust or any Fund
without the affirmative votes (a) of a majority of the Board of Trustees,
including a majority of those Trustees who are not "interested persons" of the
Trust or of the Adviser, voting in person at a meeting called for the purpose of
voting on such approval, and (b) of a "majority of the outstanding shares" of
the Trust or, with respect to an amendment affecting an individual Fund, a
"majority of the outstanding shares" of that Fund. The terms "interested
persons" and "vote of a majority of the outstanding shares" shall be construed
in accordance with their respective definitions in the Act and, with respect to
the latter term, in accordance with Rule 18f-2 under the Act.
12. Effective Date and Termination. This Agreement shall become effective as to
any Fund as of the effective date first written above. This Agreement may be
terminated at any time, without payment of any penalty, as to any Fund by the
Board of Trustees of the Trust, or by a vote of a majority of the outstanding
shares of that Fund, upon at least sixty (60) days' written notice to the
Adviser. This Agreement may be terminated by the Adviser at any time upon at
least sixty (60) days' written notice to the Trust. This Agreement shall
terminate automatically in the event of its "assignment" (as defined in the
Act). Unless terminated as hereinbefore provided, this Agreement shall continue
in effect with respect to any Fund until the end of the initial term applicable
to that and thereafter from year to year only so long as such continuance is
specifically approved with respect to that Fund at least annually (a) by a
majority of those Trustees who are not interested persons of the Trust or of the
Adviser, voting in person at a meeting called for the purpose of voting on such
approval, and (b) by either the Board of Trustees of the Trust or by a "vote of
a majority of the outstanding shares" of the Fund.
13. Ownership of Records; Interparty Reporting. All records required to be
maintained and preserved by Trust pursuant to the provisions of rules or
regulations of the Securities and Exchange Commission under Section 31(a) of the
Act or other applicable laws or regulations which are maintained and preserved
by the Adviser on behalf of the Trust and any other records the parties mutually
agree shall be maintained by the Adviser on behalf of the Trust are the property
of the Trust and shall be surrendered by the Adviser promptly on request by the
Trust; provided that the Adviser may at its own expense make and retain copies
of any such records.
The Trust shall furnish or otherwise make available to the Adviser such copies
of the financial statements, proxy statements, reports, and other information
relating to the business and affairs of each Unitholder in a Fund as the Adviser
may, at any time or from time to time, reasonably require in order to discharge
its obligations under this Agreement.
The Adviser shall prepare and furnish to the Trust as to each Fund statistical
data and other information in such form and at such intervals as the Trust may
reasonably request.
14. Non-Liability of Trustees and Unitholders. Any obligation of the Trust
hereunder shall be binding only upon the assets of the Trust (or the applicable
Fund thereof) and shall not be binding upon any Trustee, officer, employee,
agent or Unitholder of the Trust. Neither the authorization of any action by the
Trustees or Unitholders of the Trust nor the execution of this Agreement on
behalf of the Trust shall impose any liability upon any Trustee or any
Xxxxxxxxxx.
00. References and Headings. In this Agreement and in any such amendment,
references to this Agreement and all expressions such as "herein," "hereof," and
"hereunder" shall be deemed to refer to this Agreement as amended or affected by
any such amendments. Headings are placed herein for convenience of reference
only and shall not be taken as a part hereof or control or affect the meaning,
construction or effect of this Agreement. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the day and year first written above.
COLUMBIA FUNDS SERIES TRUST I, on behalf of its
COLUMBIA ASSET ALLOCATION FUND,
COLUMBIA SMALL CAP CORE FUND,
COLUMBIA SMALL COMPANY EQUITY FUND,
COLUMBIA DIVIDEND INCOME FUND,
COLUMBIA DISCIPLINED VALUE FUND,
COLUMBIA COMMON STOCK FUND and
COLUMBIA LARGE CAP GROWTH FUND series
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Name: Xxxxxxxxxxx X. Xxxxxx
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Title: President
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COLUMBIA MANAGEMENT ADVISORS, LLC
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Name: Xxxxx Xxxxxx
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Title: Managing Director
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A copy of the document establishing the Trust is filed with the Secretary of The
Commonwealth of Massachusetts. This Agreement is executed by officers not as
individuals and is not binding upon any of the Trustees, officers or
shareholders of the Trust individually but only upon the assets of the Fund.
MANAGEMENT AGREEMENT
SCHEDULE A
Compensation pursuant to Section 7 of this Agreement shall be calculated in
accordance with the following schedules applicable to average daily net assets
of the Funds:
Schedule for Columbia Common Stock Fund, Columbia Disciplined Value Fund, and
Columbia Dividend Income Fund
$ 0.0 to $ 500.0 0.700%
$ 500.0 to $1,000.0 0.650%
$1,000.0 to $1,500.0 0.600%
$1,500.0 to $3,000.0 0.550%
$3,000.0 to $6,000.0 0.530%
>$6,000.0 0.510%
Schedule for Columbia Asset Allocation Fund
$ 0.0 to $ 500.0 0.650%
$ 500.0 to $1,000.0 0.600%
$1,000.0 to $1,500.0 0.550%
$1,500.0 to $3,000.0 0.500%
$3,000.0 to $6,000.0 0.480%
>$6,000.0 0.460%
Schedule for Columbia Small Company Equity Fund
0.75% on first $500 million
0.70% on next $500 million
0.65% thereafter
Schedule for Small Cap Core Fund
$ 0.0 to $ 500.0 0.750%
$ 500.0 to $ 1,000.0 0.700%
$1,000.0 to $ 1,500.0 0.650%
$1,500.0 to $ 2,000.0 0.600%
>$2,000 0.550%
Schedule for Large Cap Growth Fund
$ 0.0 to $200.0 0.700%
$ 200.0 to $500.0 0.575%
>$ 500.0 0.450%
Dated as of March 27, 2006
