AMENDED AND RESTATED
ACCOUNTING AND BOOKKEEPING AGREEMENT
This Agreement is made the 1st day of November, 2003, by and between
COLUMBIA FUNDS TRUST VIII, COLUMBIA FUNDS TRUST IX and COLUMBIA FUNDS TRUST XI,
each a Massachusetts business trust (each hereinafter referred to as a "Trust"
and collectively as the "Trusts") and COLUMBIA MANAGEMENT ADVISORS, INC.
("Columbia Management"), an Oregon corporation.
1. Appointment. Each Trust hereby appoints Columbia Management to act as
its agent to perform the services described herein with respect to each series
of shares of the Trust (the "Series") identified in and beginning on the date
specified on Appendix I to this Agreement, as may be amended from time to time.
Columbia Management hereby accepts appointment as each Trust's agent and agrees
to perform the services described herein.
2. Accounting.
(a) Pricing. For each Series of each Trust, Columbia Management
shall value all securities and other assets of the Series, and
compute the net asset value per share of such Series, at such
times and dates and in the manner and by such methodology as
is specified in the then currently effective prospectus and
statement of additional information for such Series, and
pursuant to such other written procedures or instructions
furnished to Columbia Management by the Trust. To the extent
procedures or instructions used to value securities or other
assets of a Series under this Agreement are at any time
inconsistent with any applicable law or regulation, the Trust
shall provide Columbia Management with written instructions
for valuing such securities or assets in a manner which the
Trust represents to be consistent with applicable law and
regulation.
(b) Net Income. Columbia Management shall calculate with such
frequency as each Trust shall direct, the net income of each
Series of the Trust for dividend purposes and on a per share
basis. Such calculation shall be at such times and dates and
in such manner as the Trust shall instruct Columbia Management
in writing. For purposes of such calculation, Columbia
Management shall not be responsible for determining whether
any dividend or interest accruable to the Trust is or will be
actually paid, but will accrue such dividend and interest
unless otherwise instructed by the Trust.
(c) Capital Gains and Losses. Columbia Management shall calculate
gains or losses of each Series of each Trust from the sale or
other disposition of assets of that Series as the Trust shall
direct.
(d) Yields. At the request of a Trust, Columbia Management shall
compute yields for each Series of the Trust for such periods
and using such formula as shall be instructed by the Trust.
(e) Communication of Information. Columbia Management shall
provide each Trust, the Trust's transfer agent and such other
parties as directed by the Trust with the net asset value per
share, the net income per share and yields for each Series of
the Trust at such time and in such manner and format and with
such frequency as the parties mutually agree.
(f) Information Furnished by the Trusts. Each Trust shall furnish
Columbia Management with any and all instructions,
explanations, information, specifications and documentation
deemed necessary by Columbia Management in the performance of
its duties hereunder, including, without limitation, the
amounts and/or written formula for calculating the amounts,
and times
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of accrual of liabilities and expenses of each Series of the
Trust. Each Trust shall also at any time and from time to time
furnish Columbia Management with bid, offer and/or market
values of securities owned by the Trust if the same are not
available to Columbia Management from a pricing or similar
service designated by the Trust for use by Columbia Management
to value securities or other assets. Columbia Management shall
at no time be required to commence or maintain any utilization
of, or subscriptions to, any such service which shall be the
sole responsibility and expense of the Trust.
3. Recordkeeping.
(a) Columbia Management shall, as agent for each Trust, maintain
and keep current and preserve the general ledger and other
accounts, books, and financial records of the Trust relating
to activities and obligations under this Agreement in
accordance with the applicable provisions of Section 31(a) of
the General Rules and Regulations under the Investment Company
Act of 1940, as amended (the "Rules").
(b) All records maintained and preserved by Columbia Management
pursuant to this Agreement which each Trust is required to
maintain and preserve in accordance with the Rules shall be
and remain the property of the Trust and shall be surrendered
to the Trust promptly upon request in the form in which such
records have been maintained and preserved.
(c) Columbia Management shall make available on its premises
during regular business hours all records of a Trust for
reasonable audit, use and inspection by the Trust, its agents
and any regulatory agency having authority over the Trust.
4. Instructions, Opinion of Counsel, and Signatures.
(a) At any time Columbia Management may apply to a duly authorized
agent of a Trust for instructions regarding the Trust, and may
consult counsel for such Trust or its own counsel, in respect
of any matter arising in connection with this Agreement, and
it shall not be liable for any action taken or omitted by it
in good faith in accordance with such instructions or with the
advice or opinion of such counsel. Columbia Management shall
be protected in acting upon any such instruction, advice, or
opinion and upon any other paper or document delivered by the
Trust or such counsel believed by Columbia Management to be
genuine and to have been signed by the proper person or
persons and shall not be held to have notice of any change of
authority of any officer or agent of the Trust, until receipt
of written notice thereof from such Trust.
(b) Columbia Management may receive and accept a certified copy of
a vote of the Board of Trustees of a Trust as conclusive
evidence of (i) the authority of any person to act in
accordance with such vote or (ii) any determination or any
action by the Board of Trustees pursuant to its Agreement and
Declaration of Trust as described in such vote, and such vote
may be considered as in full force and effect until receipt by
Columbia Management of written notice to the contrary.
5. Compensation. Each Trust will pay Columbia Management for each Series
(except for those Series marked with an (*) in Appendix I hereto, as described
in more detail below) a monthly fee consisting of a Flat Fee plus an Asset-Based
Fee, as follows:
(a) "Flat Fee." For each Series that is a stand-alone fund or a
master fund in a master/feeder structure, as identified as
such on Schedule A, an annual fee of $10,000, paid monthly.
For
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each Series that is a feeder fund in a master/feeder structure, as
identified as such on Schedule A, an annual fee of $5,000, paid
monthly; plus
(b) "Asset-Based Fee." For each Series that is a stand-alone fund or a
feeder fund in a master/feeder structure, as identified as such on
Schedule A, that has average net assets of more than $50 million in any
particular month, a monthly fee equal to the average net assets of the
Series for that month multiplied by the Asset-Based Fee Rate. The
"Asset-Based Fee Rate" shall be calculated as follows:
[(number of stand-alone funds and master funds on Schedule A x
$105,000) + (number of feeder funds on Schedule A x $12,000) -
(annual flat fees payable by each fund on Schedule A)] /
(average monthly net assets of all stand-alone funds and
feeder funds on Schedule A with average monthly net assets of
more than $50 million in that month)
[Note: certain of the funds listed on Schedule A are not party to the Agreement
but are listed for the purpose of calculating the fees above.] Each Trust also
shall reimburse Columbia Management for any and all out-of-pocket expenses and
charges, including fees payable to third parties for pricing a Series' portfolio
securities, in performing services under this Agreement.
Columbia Funds Trust XI, on behalf of each Series marked with an (*) in Appendix
I hereto, will pay Columbia an annual fee based on the average net assets of
each Fund as follows:
Assets Fee
------ ---
Net assets under $50 million $ 25,000
Net assets of $50 million but less than $200 million $ 35,000
Net assets of $200 million but less than $500 million $ 50,000
Net assets of $500 million but less than $1 billion $ 85,000
Net assets in excess of $1 billion $125,000
If any Series has more than 25% in non-domestic assets, it shall pay 150% of the
fees described above. Each Series also shall reimburse Columbia for any and all
out-of-pocket expenses and charges, including fees payable to third parties for
pricing the Series' portfolio securities, in performing services under this
Agreement.
6. Confidentiality of Records. Columbia Management agrees not to disclose
any information received from a Trust to any other client of Columbia Management
or to any other person except its employees and agents, and shall use its best
efforts to maintain such information as confidential. Upon termination of this
Agreement, Columbia Management shall return to the relevant Trust all records in
the possession and control of Columbia Management related to such Trust's
activities, other than Columbia Management's own business records, it being also
understood and agreed that any programs and systems used by Columbia Management
to provide the services rendered hereunder will not be given to any Trust.
7. Liability and Indemnification.
(a) Columbia Management shall not be liable to any Trust for any
action taken or thing done by it or its employees or agents on
behalf of the Trust in carrying out the terms and provisions
of this Agreement if done in good faith and without negligence
or misconduct on the part of Columbia Management, its
employees or agents.
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(b) Each Trust shall indemnify and hold Columbia Management, and
its controlling persons, if any, harmless from any and all
claims, actions, suits, losses, costs, damages, and expenses,
including reasonable expenses for counsel, incurred by it in
connection with its acceptance of this Agreement, in
connection with any action or omission by it or its employees
or agents in the performance of its duties hereunder to the
Trust, or as a result of acting upon instructions believed by
it to have been executed by a duly authorized agent of the
Trust or as a result of acting upon information provided by
the Trust in form and under policies agreed to by Columbia
Management and the Trust, provided that: (i) to the extent
such claims, actions, suits, losses, costs, damages, or
expenses relate solely to one or more Series, such
indemnification shall be only out of the assets of that Series
or group of Series; (ii) this indemnification shall not apply
to actions or omissions constituting negligence or misconduct
on the part of Columbia Management or its employees or agents,
including but not limited to willful misfeasance, bad faith,
or gross negligence in the performance of their duties, or
reckless disregard of their obligations and duties under this
Agreement; and (iii) Columbia Management shall give the Trust
prompt notice and reasonable opportunity to defend against any
such claim or action in its own name or in the name of
Columbia Management.
(c) Columbia Management shall indemnify and hold harmless each
Trust from and against any and all claims, demands, expenses
and liabilities which such Trust may sustain or incur arising
out of, or incurred because of, the negligence or misconduct
of Columbia Management or its agents or contractors, or the
breach by Columbia Management of its obligations under this
Agreement, provided that: (i) this indemnification shall not
apply to actions or omissions constituting negligence or
misconduct on the part of such Trust or its other agents or
contractors and (ii) such Trust shall give Columbia Management
prompt notice and reasonable opportunity to defend against any
such claim or action in its own name or in the name of such
Trust.
8. Further Assurances. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof.
9. Dual Interests. It is understood and agreed that some person or persons
may be trustees, officers, or shareholders of both one or more Trusts and
Columbia Management, and that the existence of any such dual interest shall not
affect the validity hereof or of any transactions hereunder except as otherwise
provided by specific provision of applicable law.
10. Amendment and Termination. This Agreement may be modified or amended
from time to time, or terminated, by mutual agreement between the parties hereto
and may be terminated by at least one hundred eighty (180) days' written notice
given by one party to the other. Upon termination hereof, the relevant Trust
shall pay to Columbia Management such compensation as may be due from it as of
the date of such termination, and shall reimburse Columbia Management for its
costs, expenses, and disbursements payable under this Agreement to such date. In
the event that, in connection with termination, a successor to any of the duties
or responsibilities of Columbia Management hereunder is designated by a Trust by
written notice to Columbia Management, Columbia Management shall promptly upon
such termination and at the expense of such Trust, deliver to such successor all
relevant books, records, and data established or maintained by Columbia
Management under this Agreement and shall cooperate in the transfer of such
duties and responsibilities, including provision, at the expense of such Trust,
for assistance from Columbia Management personnel in the establishment of books,
records, and other data by such successor.
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11. Assignment. Any interest of Columbia Management under this Agreement
shall not be assigned or transferred either voluntarily or involuntarily, by
operation of law or otherwise, without prior written notice to the relevant
Trust.
12. Use of Affiliated Companies and Subcontractors. In connection with the
services to be provided by Columbia Management under this Agreement, Columbia
Management 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
Columbia Management, provided that Columbia Management 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 Columbia Management or such parties.
13. Notice. Any notice under this Agreement shall be in writing, addressed
and delivered or sent by registered mail, postage prepaid to the other party at
such address as such other party may designate for the receipt of such notices.
Until further notice to the other parties, it is agreed that the address of each
Trust and Columbia Management is Xxx Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx
00000, Attention: Secretary.
14. Non-Liability of Trustees and Shareholders. Any obligation of a Trust
hereunder shall be binding only upon the assets of that Trust (or the applicable
Series thereof), as provided in the Agreement and Declaration of Trust of that
Trust, and shall not be binding upon any Trustee, officer, employee, agent or
shareholder of the Trust or upon any other Trust. Neither the authorization of
any action by the Trustees or the shareholders of the Trust, nor the execution
of this Agreement on behalf of a Trust shall impose any liability upon any
Trustee or any shareholder. Nothing in this Agreement shall protect any Trustee
against any liability to which such Trustee would otherwise be subject by
willful misfeasance, bad faith or gross negligence in the performance of his
duties, or reckless disregard of his obligations and duties under this
Agreement. In connection with the discharge and satisfaction of any claim made
by Columbia Management against a Trust involving more than one Series, that
Trust shall have the exclusive right to determine the appropriate allocations of
liability for any such claim between or among the Series.
15. 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 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.
16. Governing Law. This Agreement shall be governed by the laws of the
State of Illinois.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the day and year first above written.
COLUMBIA FUNDS TRUST VIII
COLUMBIA FUNDS TRUST IX
COLUMBIA FUNDS TRUST XI
By: _______________________
Xxxxxx X. Xxxxxxx, President
Attest:
______________________
Name:
Title:
COLUMBIA MANAGEMENT ADVISORS, INC.
By: ______________________________
Xxxxxx X. Xxxxxxx,
Executive Vice President and
Chief Operating Officer
Attest:
________________________
Name:
Title:
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