EXHIBIT (j)
CUSTODIAN SERVICES AGREEMENT
THIS AGREEMENT is made as of __________, 2004 by and between PFPC TRUST
COMPANY, a limited purpose trust company incorporated under the laws of Delaware
("PFPC Trust"), and COLUMBIA FLOATING RATE ADVANTAGE FUND, a Massachusetts
business trust (the "Fund").
W I T N E S S E T H:
WHEREAS, the Fund is registered as a closed-end, non-diversified
management investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"); and
WHEREAS, the Fund wishes to retain PFPC Trust to provide custodian
services, and PFPC Trust wishes to furnish custodian services.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound hereby, the parties hereto
agree as follows:
1. DEFINITIONS. AS USED IN THIS AGREEMENT:
"1933 ACT" means the Securities Act of 1933, as amended, and the
rules and regulations of the SEC promulgated thereunder.
"1934 ACT" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations of the SEC promulgated thereunder.
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"1940 ACT" has the meaning set forth in the recitals hereof and
includes the rules and regulations of the SEC promulgated thereunder.
"AUTHORIZED PERSON" means any officer of the Fund and any other person
duly authorized by the Fund's Board of Trustees to give Oral
Instructions or Written Instructions on behalf of the Fund and listed
on the Authorized Persons Appendix attached hereto and made a part
hereof or any amendment thereto as may be received by PFPC Trust. An
Authorized Person's scope of authority may be limited by the Fund by
setting forth such limitation in the Authorized Persons Appendix.
"BOARD OF TRUSTEES" and "SHAREHOLDERS" shall have the same meanings as
set forth in the Fund's Amended and Restated Agreement and Declaration
of Trust.
"BOOK-ENTRY SYSTEM" means Federal Reserve Treasury book-entry system
for United States and federal agency securities, its successor or
successors, and its nominee or nominees and any book-entry system
maintained by an exchange registered with the SEC under the 1934 Act.
"DECLARATION" means the Fund's Amended and Restated Agreement and
Declaration of Trust, as amended from time to time.
"ORAL INSTRUCTIONS" mean oral instructions received by PFPC Trust from
an Authorized Person or from a person reasonably believed by PFPC Trust
to be an Authorized Person.
"PFPC TRUST" means PFPC Trust Company, or a subsidiary or affiliate of
PFPC Trust Company.
"PROPERTY" means:
(i) any and all Securities and other investment items which
the Fund may from time to time deposit, or cause to be
deposited, with PFPC Trust or which PFPC Trust may from
time to time hold for the Fund;
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(ii) all income in respect of any of such Securities or
other investment items;
(iii) all proceeds of the sale of any of such Securities or
investment items; and
(iv) all proceeds of the sale of securities issued by the
Fund, which are received by PFPC Trust from time to
time, from or on behalf of the Fund.
"SEC" means the Securities and Exchange Commission.
"SECURITIES" means securities (including without limitation equities,
debt obligations, options, and other "securities" as that term is
defined in Section 2(a)(36) of the 0000 Xxx) and any contracts for
forward or future delivery of any security, debt obligation or currency
or commodity, all manner of derivative instruments and any contracts
based on any index or group of securities or debt obligations or
currencies or commodities, and any options thereon, as well as
investments in registered investment companies and private investment
funds.
"SECURITIES LAWS" mean the 1933 Act, the 1934 Act and the 1940 Act.
"SHARES" means the Fund's shares of beneficial interest, $0.001 par
value per share.
"WRITTEN INSTRUCTIONS" means (i) written instructions signed by two
Authorized Persons, unless specified otherwise herein, and received by
PFPC Trust or (ii) trade instructions transmitted by means of an
electronic transaction reporting system which requires the use of a
password or other authorized identifier in order to gain access. The
instructions may be delivered electronically or by hand, mail, tested
telegram, cable, telex or facsimile sending device.
2. APPOINTMENT. The Fund hereby appoints PFPC Trust to provide custodian
services to the Fund in accordance with the terms set forth in this
Agreement and PFPC Trust accepts such appointment and agrees to furnish
such services.
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3. COMPLIANCE WITH LAWS. PFPC Trust agrees to comply with the applicable
requirements of the Securities Laws, and any laws, rules and
regulations of governmental authorities having jurisdiction with
respect to the duties to be performed by PFPC Trust hereunder. Except
as specifically set forth herein, PFPC Trust assumes no responsibility
for such compliance by the Fund.
4. INSTRUCTIONS.
(a) Unless otherwise provided in this Agreement, PFPC Trust shall
act only upon Oral Instructions or Written Instructions,
including standing Written Instructions related to ongoing
instructions received electronically.
(b) PFPC Trust shall be entitled to rely upon any Oral Instruction
or Written Instruction it receives from an Authorized Person
(or from a person reasonably believed by PFPC Trust to be an
Authorized Person) pursuant to this Agreement. PFPC Trust may
assume that any Oral Instruction or Written Instruction
received hereunder is not in any way inconsistent with the
provisions of organizational documents of the Fund or of any
vote, resolution or proceeding of the Board of Trustees or the
Fund's Shareholders, unless and until PFPC Trust receives
Written Instructions to the contrary.
(c) The Fund agrees to forward to PFPC Trust Written Instructions
confirming Oral Instructions given on behalf of the Fund
(except where such Oral Instructions are given by PFPC Trust
or its affiliates) and shall endeavor to ensure that PFPC
Trust receives the Written Instructions by the close of
business on the same day that such Oral Instructions are
received. The fact that such confirming Written Instructions
are not received by PFPC Trust shall in no way invalidate the
transactions or enforceability of the transactions authorized
by the Oral Instructions. Where Oral Instructions or Written
Instructions reasonably appear to have been received from an
Authorized Person, PFPC Trust shall incur no liability to the
Fund in acting upon such Oral Instructions or Written
Instructions provided that PFPC Trust's actions comply with
the other provisions of this Agreement.
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5. RIGHT TO RECEIVE ADVICE.
(a) ADVICE OF THE FUND. If PFPC Trust is in doubt as to any action
it should or should not take, PFPC Trust may request
directions or advice, including Oral Instructions or Written
Instructions, from the Fund.
(b) ADVICE OF COUNSEL. If PFPC Trust shall be in doubt as to any
question of law pertaining to any action it should or should
not take, PFPC Trust may request advice at its own cost from
such counsel of its own choosing (who may be counsel for the
Fund, the Fund's investment adviser or PFPC Trust, at the
option of PFPC Trust).
(c) CONFLICTING ADVICE. In the event of a conflict between
directions, advice or Oral Instructions or Written
Instructions PFPC Trust receives from the Fund, and the advice
it receives from counsel, PFPC Trust shall be entitled to rely
upon and follow the advice of counsel, provided that such
counsel is selected with reasonable care. PFPC Trust shall
promptly inform the Fund of such conflict and PFPC Trust shall
refrain from acting in the event of a conflict unless counsel
advises PFPC Trust that a failure to take action is likely to
result in additional loss, liability or expense. In the event
PFPC Trust relies on the advice of counsel, PFPC Trust remains
liable for any action or omission on the part of PFPC Trust
which constitutes willful misfeasance, bad faith, negligence
or reckless disregard by PFPC Trust of any duties, obligations
or responsibilities set forth in this Agreement.
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(d) PROTECTION OF PFPC TRUST. PFPC Trust shall be protected in any
action it takes or does not take in reliance upon directions,
advice or Oral Instructions or Written Instructions it
receives from the Fund or (to the extent permitted under
clause (c) above) from counsel and which PFPC Trust believes,
in good faith, to be consistent with those directions, advice
or Oral Instructions or Written Instructions. Nothing in this
section shall be construed so as to impose an obligation upon
PFPC Trust (i) to seek such directions, advice or Oral
Instructions or Written Instructions, or (ii) to act in
accordance with such directions, advice or Oral Instructions
or Written Instructions unless, under the terms of other
provisions of this Agreement, the same is a condition of PFPC
Trust's properly taking or not taking such action. Nothing in
this subsection shall excuse PFPC Trust when an action or
omission on the part of PFPC Trust constitutes willful
misfeasance, bad faith, negligence or reckless disregard by
PFPC Trust of any duties, obligations or responsibilities set
forth in this Agreement.
6. RECORDS; VISITS. The books and records pertaining to the Fund, which
are in the possession or under the control of PFPC Trust shall be the
property of the Fund. Such books and records shall be prepared,
preserved and maintained as required by the 1940 Act and other
applicable securities laws, rules and regulations. The Fund and its
duly authorized officers, employees and agents and the staff of the SEC
shall have access to such books and records at all times during PFPC
Trust's normal business hours. Upon the reasonable request of the Fund,
copies of any such books and records shall be provided by PFPC Trust to
the Fund or to an Authorized Person, at the Fund's expense. No records
will be destroyed without the Fund's written consent. No records will
be destroyed without the Fund's written consent.
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7. CONFIDENTIALITY. Each party shall keep confidential any information
relating to the other party's business ("Confidential Information").
Confidential Information shall include (a) any data or information that
is competitively sensitive material, and not generally known to the
public, including, but not limited to, information about product plans,
marketing strategies, finances, operations, customer relationships,
customer profiles, customer lists, sales estimates, business plans, and
internal performance results relating to the past, present or future
business activities of the Fund or PFPC Trust, their respective
subsidiaries and affiliated companies and the customers, clients and
suppliers of any of them; (b) any scientific or technical information,
design, process, procedure, formula, or improvement that is
commercially valuable and secret in the sense that its confidentiality
affords the Fund or PFPC Trust a competitive advantage over its
competitors; (c) all confidential or proprietary concepts,
documentation, reports, data, specifications, computer software, source
code, object code, flow charts, databases, inventions, know-how, and
trade secrets, whether or not patentable or copyrightable; and (d)
anything designated as confidential. Notwithstanding the foregoing,
information shall not be subject to such confidentiality obligations if
it: (a) is already known to the receiving party at the time it is
obtained; (b) is or becomes publicly known or available through no
wrongful act of the receiving party; (c) is rightfully received from a
third party who, to the best of the receiving party's knowledge, is not
under a duty of confidentiality; (d) is released by the protected party
to a third party without restriction; (e) is required to be disclosed
by the receiving party pursuant to a requirement of a court order,
subpoena, governmental or regulatory agency or law (provided the
receiving party will provide the other party written notice of such
requirement, to the extent such notice is permitted); (f) is relevant
to the defense of any claim or cause of action asserted against the
receiving party; or (g) has been or is independently developed or
obtained by the receiving party.
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8. COOPERATION WITH ACCOUNTANTS. PFPC Trust shall cooperate with the
Fund's independent public accountants and shall take all reasonable
action in the performance of its obligations under this Agreement to
assure that the necessary information is made available to such
independent public accountants, as reasonably requested by the Fund.
9. DISASTER RECOVERY. PFPC Trust shall enter into and shall maintain in
effect with appropriate parties one or more agreements making
reasonable provisions for emergency use of electronic data processing
equipment. In the event of equipment failures, PFPC Trust shall, at no
additional expense to the Fund, take reasonable steps to minimize
service interruptions. PFPC Trust shall have no liability with respect
to the loss of data or service interruptions caused by equipment
failure provided such loss or interruption is not caused by PFPC
Trust's own willful misfeasance, bad faith, negligence or reckless
disregard of its duties or obligations under this Agreement.
10. COMPENSATION. As compensation for custody services rendered by PFPC
Trust during the term of this Agreement, the Fund will pay to PFPC
Trust a fee or fees as may be agreed to in writing from time to time by
the Fund and PFPC Trust.
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11. INDEMNIFICATION.
(a) The Fund agrees to indemnify and hold harmless PFPC Trust and
its affiliates from all taxes, charges, expenses, assessments,
claims and liabilities (including without limitation
reasonable attorneys' fees and disbursements and liabilities
arising under the Securities Laws and any state and foreign
securities and blue sky laws) (collectively, "Losses") arising
directly or indirectly from any action or omission to act
which PFPC Trust takes (i) at the request or on the direction
of or in reliance on the advice of the Fund or (ii) upon Oral
Instructions or Written Instructions; PROVIDED, HOWEVER,
neither PFPC Trust, nor any of its affiliates, shall be
indemnified against any liability (or any expenses incident to
such liability) arising out of PFPC Trust's or its affiliates'
own willful misfeasance, bad faith, negligence or reckless
disregard of its duties and obligations under this Agreement.
(b) Notwithstanding anything in this Agreement to the contrary,
the Fund shall not be liable to PFPC Trust or its affiliates
for any consequential, special or indirect losses or damages
which PFPC Trust or its affiliates may incur or suffer as a
consequence of this Agreement, whether or not the likelihood
of such damages or losses was known by the Fund.
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12. RESPONSIBILITY OF PFPC TRUST.
(a) PFPC Trust shall be under no duty to take any action on behalf
of the Fund except as necessary to fulfill its duties and
obligations as specifically set forth herein or as may be
specifically agreed to by PFPC Trust in writing. PFPC Trust
shall be obligated to exercise care and diligence in the
performance of its duties hereunder and to act in good faith
and to use its best efforts, within reasonable limits, in
performing services provided for under this Agreement. PFPC
Trust agrees to indemnify and hold harmless the Fund from
Losses arising out of PFPC Trust's failure to perform its
duties under this Agreement to the extent such damages arise
out of PFPC Trust's willful misfeasance, bad faith, negligence
or reckless disregard of its duties under this Agreement.
(b) Without limiting the generality of the foregoing or of any
other provision of this Agreement, (i) PFPC Trust shall not be
liable for losses beyond its control, PROVIDED, that PFPC
Trust has acted in accordance with the standard of care set
forth above; and (ii) PFPC Trust shall not be liable for (A)
the validity or invalidity or authority or lack thereof of any
Oral Instruction or Written Instruction, notice or other
instrument which conforms to the applicable requirements of
this Agreement, and which PFPC Trust reasonably believes to be
genuine; or (B) subject to Section 9, delays or errors or loss
of data occurring by reason of circumstances beyond PFPC
Trust's control, including acts of civil or military
authority, national emergencies, fire, flood, catastrophe,
acts of God, insurrection, war, riots or failure of the mails,
transportation, communication or power supply.
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(c) Notwithstanding anything in this Agreement to the contrary,
neither PFPC Trust nor its affiliates shall be liable to the
Fund for any consequential, special or indirect losses or
damages which the Fund may incur or suffer by or as a
consequence of PFPC Trust's or its affiliates' performance of
the services provided hereunder, whether or not the likelihood
of such losses or damages was known by PFPC Trust or its
affiliates.
13. DESCRIPTION OF SERVICES.
(a) DELIVERY OF THE PROPERTY. The Fund will deliver or arrange for
delivery to PFPC Trust, all the Property owned by the Fund,
including cash received as a result of the distribution of
Shares during the term of this Agreement. PFPC Trust will not
be responsible for such Property until actual receipt.
(b) RECEIPT AND DISBURSEMENT OF MONEY. PFPC Trust, acting upon
Written Instructions, shall open and maintain separate
accounts (each an "Account") in the Fund's name using all cash
received from or for the account of the Fund, subject to the
terms of this Agreement. Cash and other assets applicable to a
particular Account will be recorded in the records maintained
with respect to that Account.
PFPC Trust shall make cash payments from or for the Accounts
only for:
(i) purchases of Securities in the name of the Fund, PFPC
Trust or PFPC Trust's nominee or a sub-custodian or
nominee thereof as provided in sub-section (j) and
for which PFPC Trust has received a copy of the
broker's or dealer's confirmation or payee's invoice,
as appropriate;
(ii) the repurchase of Shares of the Fund;
(iii) payment of, subject to Written Instructions,
interest, taxes, administration, accounting,
distribution, advisory, management fees or similar
expenses which are to be borne by the Fund;
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(v) payment to, subject to receipt of Written Instructions,
the Fund's transfer agent and dividend disbursing agent
(the "Dividend Disbursing Agent"), as agent for the
Shareholders, of an amount equal to the amount of
dividends and distributions stated in the Written
Instructions to be distributed in cash by the Dividend
Disbursing Agent to Shareholders, or, in lieu of paying
the Fund's Dividend Disbursing Agent, PFPC Trust may
arrange for the direct payment of cash dividends and
distributions to Shareholders in accordance with
procedures mutually agreed upon from time to time by
and among the Fund, PFPC Trust and the Fund's Dividend
Disbursing Agent.
(vi) payments, upon receipt of Written Instructions signed
by one Authorized Person, in connection with the
conversion, exchange or surrender of Securities owned
or subscribed to by the Fund and held pursuant to this
Agreement or delivered to PFPC Trust;
(vii) payments of, subject to receipt of Written Instructions
signed by one Authorized Person, the amounts of
dividends received with respect to Securities sold
short;
(viii) payments made to a sub-custodian pursuant to provisions
in sub-section (c) of this Section; and
(ix) other payments, upon Written Instructions.
PFPC Trust is hereby authorized to endorse and collect all
checks, drafts or other orders for the payment of money
received as custodian for the Fund.
(c) Receipt of Securities; Subcustodians.
(i) PFPC Trust shall hold all Securities received by it
with respect to a particular Account in a separate
account that physically segregates such Securities from
those relating to any other Account or any other
persons, firms or corporations, except for Securities
held in a Book-Entry System or through a sub-custodian.
All such Securities shall be held or disposed of only
upon Written Instructions of the Fund pursuant to the
terms of this Agreement. PFPC Trust shall have no power
or authority to assign, hypothecate, pledge or
otherwise dispose of any such Securities or investment,
except upon the express terms of this Agreement or upon
Written Instructions authorizing the transaction. In no
case may any member of the Fund's Board of Trustees, or
any officer, employee or agent of the Fund withdraw any
Securities.
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At PFPC Trust's own expense and for its own
convenience, PFPC Trust may enter into sub-custodian
agreements with other United States banks or trust
companies, which are banks as defined by the 1940
Act, to perform duties described in this sub-section
(c) with respect to domestic assets. Such bank or
trust company shall have an aggregate capital,
surplus and undivided profits, according to its last
published report, of at least one million dollars
($1,000,000), if it is a subsidiary or affiliate of
PFPC Trust, or at least twenty million dollars
($20,000,000) if such bank or trust company is not a
subsidiary or affiliate of PFPC Trust. In addition,
such bank or trust company must be qualified to act
as custodian and agree to comply with the relevant
provisions of the 1940 Act and other applicable rules
and regulations. Any such arrangement will not be
entered into without prior written notice to the
Fund.
In addition, PFPC Trust may enter into arrangements
with sub-custodians with respect to services
regarding foreign assets; if required, such
sub-custodians will be "U.S. Banks" (as defined in
Rule 17f-5 under the 0000 Xxx) or "Eligible Foreign
Custodians" (as defined in Rule 17f-5 under the 1940
Act). Any such arrangement will be entered into as
agreed in writing with the Fund and in accordance
with the 1940 Act.
PFPC Trust shall remain responsible for the
performance of all of its duties as described in this
Agreement and shall hold the Fund harmless from its
own acts or omissions, under the standards of care
provided for herein and from the acts and omissions
of any sub-custodian chosen by PFPC Trust under the
terms of this sub-section (c).
(d) TRANSACTIONS REQUIRING INSTRUCTIONS. Upon receipt of Oral
Instructions or Written Instructions and not otherwise, PFPC
Trust, directly or through the use of a Book-Entry System,
shall:
(i) deliver any Securities held for the Fund against the
receipt of payment for the sale of such Securities or
otherwise in accordance with standard market practice;
(ii) execute and deliver to such persons as may be
designated in such Oral Instructions or Written
Instructions, proxies, consents, authorizations, and
any other instruments received by PFPC Trust as
custodian whereby the authority of the Fund as owner of
any Securities may be exercised;
(iii) deliver any Securities to the issuer thereof, or its
agent, when such Securities are called, redeemed,
retired or otherwise become payable (on a voluntary
basis); provided that, in any such case, the cash or
other consideration is to be delivered to PFPC Trust;
(iv) deliver any Securities held for the Fund against
receipt of other Securities or cash issued or paid in
connection with the liquidation, reorganization,
refinancing, tender offer, merger, consolidation or
recapitalization of any corporation, or the exercise of
any conversion privilege;
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(v) deliver any Securities held for the Fund to any
protective committee, reorganization committee or other
person in connection with the reorganization,
refinancing, merger, consolidation, recapitalization or
sale of assets of any corporation, and receive and hold
under the terms of this Agreement such certificates of
deposit, interim receipts or other instruments or
documents as may be issued to it to evidence such
delivery;
(vi) make such transfer or exchanges of the assets of the
Fund and take such other steps as shall be stated in
said Oral Instructions or Written Instructions to be
for the purpose of effectuating a duly authorized plan
of liquidation, reorganization, merger, consolidation
or recapitalization of the Fund;
(vii) release Securities belonging to the Fund to any bank or
trust company for the purpose of a pledge or
hypothecation to secure any loan incurred by the Fund;
provided, however, that Securities shall be released
only upon payment to PFPC Trust of the monies borrowed,
except that in cases where additional collateral is
required to secure a borrowing already made subject to
proper prior authorization, further Securities may be
released for that purpose; and repay such loan upon
redelivery to it of the Securities pledged or
hypothecated therefor and upon surrender of the note or
notes evidencing the loan;
(viii) release and deliver Securities owned by the Fund in
connection with any repurchase agreement entered into
on behalf of the Fund, but only on receipt of payment
therefor; and pay out moneys of the Fund in connection
with such repurchase agreements, but only upon the
delivery of the Securities;
(ix) release and deliver or exchange Securities owned by the
Fund in connection with any conversion of such
Securities, pursuant to their terms, into other
Securities;
(x) release and deliver Securities to a broker in
connection with the broker's custody of margin
collateral relating to futures and options
transactions;
(xi) release and deliver Securities owned by the Fund for
the purpose of redeeming in kind Shares of the Fund
upon delivery thereof to PFPC Trust; and
(xii) release and deliver or exchange Securities owned by the
Fund for other purposes.
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(e) USE OF BOOK-ENTRY SYSTEM. PFPC Trust is authorized and
instructed on a continuous basis, to deposit in Book-Entry
Systems all Securities belonging to the Fund eligible for
deposit therein and to utilize Book-Entry Systems to the
extent possible in connection with settlements of purchases
and sales of Securities by the Fund, and deliveries and
returns of Securities loaned, subject to repurchase agreements
or used as collateral in connection with borrowings. PFPC
Trust shall continue to perform such duties until it receives
Written Instructions or Oral Instructions authorizing contrary
actions.
PFPC Trust shall administer the Book-Entry System as follows:
(i) With respect to Securities of the Fund which are
maintained in the Book-Entry System, the records of
PFPC Trust shall identify by book-entry or otherwise
those Securities belonging to the Fund.
(ii) Assets of the Fund deposited in the Book-Entry System
will at all times be segregated from any assets and
cash controlled by PFPC Trust in other than a fiduciary
or custodian capacity but may be commingled with other
assets held in such capacities. PFPC Trust and its
sub-custodian, if any, will pay money only upon receipt
of Securities and will deliver Securities only upon the
receipt of money.
PFPC Trust will provide the Fund with such reports on its own
system of internal control as the Fund may reasonably request
from time to time.
(f) REGISTRATION OF SECURITIES. All Securities held for the Fund
which are issued or issuable only in bearer form, except such
Securities held in the Book-Entry System, shall be held by
PFPC Trust in bearer form; all other Securities held for the
Fund may be registered in the name of the Fund, PFPC Trust, a
Book-Entry System, a sub-custodian, or any duly appointed
nominees of the Fund, PFPC Trust, Book-Entry System or
sub-custodian. The Fund reserves the right to instruct PFPC
Trust as to the method of registration and safekeeping of the
Securities of the Fund. The Fund agrees to furnish to PFPC
Trust appropriate instruments to enable PFPC Trust to hold or
deliver in proper form for transfer, or to register in the
name of its nominee or in the name of the Book-Entry System or
in the name of another appropriate entity, any Securities
which it may hold for the Fund and which may from time to time
be registered in the name of the Fund.
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(g) VOTING AND OTHER ACTION. Neither PFPC Trust nor its nominee
shall vote any of the Securities held pursuant to this
Agreement by or for the account of the Fund, except in
accordance with Written Instructions. PFPC Trust, directly or
through the use of a Book-Entry System, shall execute in blank
and promptly deliver all notices, proxies and proxy soliciting
materials received by PFPC Trust as custodian to the
registered holder of such Securities. If the registered holder
is not the Fund, then Written Instructions or Oral
Instructions must designate the person who owns such
Securities.
(h) TRANSACTIONS NOT REQUIRING INSTRUCTIONS. In the absence of
contrary Written Instructions, PFPC Trust is authorized to
take the following actions:
(i) COLLECTION OF INCOME AND OTHER PAYMENTS.
(A) collect and receive for the account of the
Fund, all income, dividends, distributions,
coupons, option premiums, other payments and
similar items, included or to be included in
the Property, and, in addition, promptly
advise the Fund of such receipt and credit
such income, as collected, to the applicable
Account;
(B) endorse and deposit for collection, in the
name of the Fund, checks, drafts, or other
orders for the payment of money;
(C) receive and hold for the account of the Fund
all Securities received as a distribution on
the Fund's Securities as a result of a stock
dividend, share split-up or reorganization,
recapitalization, readjustment or other
rearrangement or distribution of rights or
similar Securities issued with respect to
any Securities belonging to the Fund and
held by PFPC Trust hereunder;
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(D) present for payment and collect the amount
payable upon all Securities which may mature
or be called, redeemed, or retired or
otherwise become payable (on a mandatory
basis) on the date such Securities become
payable; and
(E) take any action which may be necessary and
proper in connection with the collection and
receipt of such income and other payments
and the endorsement for collection of
checks, drafts, and other negotiable
instruments.
(ii) MISCELLANEOUS TRANSACTIONS.
(A) PFPC Trust is authorized to deliver or cause
to be delivered Property against payment or
other consideration or written receipt
therefor in the following cases:
(1) for examination by a broker or
dealer selling for the account of
the Fund in accordance with street
delivery custom;
(2) for the exchange of interim receipts
or temporary Securities for
definitive Securities; and
(3) for transfer of Securities into the
name of the Fund or PFPC Trust or a
sub-custodian or a nominee of one of
the foregoing, or for exchange of
Securities for a different number of
bonds, certificates, or other
evidence, representing the same
aggregate face amount or number of
units bearing the same interest
rate, maturity date and call
provisions, if any; provided that,
in any such case, the new Securities
are to be delivered to PFPC Trust.
(B) unless and until PFPC Trust receives Oral
Instructions or Written Instructions to the
contrary, PFPC Trust shall:
(1) pay all income items held by it
which call for payment upon
presentation and hold the cash
received by it upon such payment for
the account of the Fund;
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(2) collect interest and cash dividends
received, with notice to the Fund,
for the account of the Fund;
(3) hold for the account of the Fund all
stock dividends, rights and similar
Securities issued with respect to
any Securities held by PFPC Trust;
and
(4) execute as agent on behalf of the
Fund all necessary ownership
certificates required by the
Internal Revenue Code or the Income
Tax Regulations of the United States
Treasury Department or under the
laws of any state now or hereafter
in effect, inserting the Fund's
name, on such certificate as the
owner of the Securities covered
thereby, to the extent it may
lawfully do so.
(i) SEGREGATED ACCOUNTS.
PFPC Trust shall upon receipt of Written Instructions or Oral
Instructions establish and maintain segregated accounts on its
records for and on behalf of the Fund. Such accounts may be
used to transfer cash and Securities, including Securities in
a Book-Entry System:
(i) for the purposes of compliance by the Fund with the
procedures required by a securities, futures or option
exchange, providing such procedures comply with the
1940 Act and any releases of the SEC relating to the
maintenance of segregated accounts by registered
investment companies; and
(ii) upon receipt of Written Instructions, for other
purposes.
(j) PURCHASES OF SECURITIES. PFPC Trust shall settle purchased
Securities upon receipt of Oral Instructions or Written
Instructions that specify:
(i) the name of the issuer and the title of the Securities,
including CUSIP number if applicable;
(ii) the number of units or the principal amount purchased
and accrued interest, if any;
(iii) the date of purchase and settlement;
(iv) the purchase price per unit;
(v) the total amount payable upon such purchase; and
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(vi) the name of the person from whom or the broker through
whom the purchase was made.
PFPC Trust shall upon receipt of Securities purchased with
respect to an Account (or otherwise in accordance with
standard market practice and as is consistent with the 1940
Act) pay out of the moneys held with respect to that Account
the total amount payable to the person from whom or the broker
through whom the purchase was made, provided that the same
conforms to the total amount payable as set forth in such Oral
Instructions or Written Instructions.
(k) SALES OF SECURITIES. PFPC Trust shall settle sold Securities
upon receipt of Oral Instructions or Written Instructions that
specify:
(i) the name of the issuer and the title of the security,
including CUSIP number if applicable;
(ii) the number of units or principal amount sold, and
accrued interest, if any;
(iii) the date of trade and settlement;
(iv) the sale price per unit;
(v) the total amount payable to the Fund upon such sale;
(vi) the name of the broker through whom or the person to
whom the sale was made; and
(vii) the location to which the security must be delivered
and delivery deadline, if any.
PFPC Trust shall deliver the Securities upon receipt of the
total amount payable to the Fund upon such sale, provided that
the total amount payable is the same as was set forth in the
Oral Instructions or Written Instructions. Notwithstanding the
other provisions hereof, PFPC Trust may accept payment in such
form which is consistent with industry practice and may
deliver Securities and arrange for payment in accordance with
the customs prevailing among dealers in Securities, in each
case as is consistent with the 1940 Act.
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(l) REPORTS; PROXY MATERIALS.
(i) PFPC Trust shall furnish to the Fund the following
reports:
(A) such periodic and special reports as the
Fund may reasonably request;
(B) a monthly statement summarizing all
transactions and entries for the Accounts,
listing each portfolio security with the
adjusted average cost of each issue and the
market value and the cash balance belonging
to the Fund at the end of such month;
(C) the reports required to be furnished to the
Fund pursuant to Rule 17f-4 of the 1940 Act;
and
(D) such other information as may be agreed upon
from time to time between the Fund and PFPC
Trust.
(ii) PFPC Trust shall transmit promptly to the Fund any
proxy statement, proxy material, notice of a call or
conversion, other corporate action or similar
communication received by it as custodian of the
Property. PFPC Trust shall be under no other obligation
to inform the Fund as to such actions or events.
(m) CREDITING OF ACCOUNTS. If PFPC Trust in its sole discretion
credits the Fund with respect to (a) income, dividends,
distributions, coupons, option premiums, other payments or
similar items on a contractual payment date or otherwise in
advance of PFPC Trust's actual receipt of the amount due, (b)
the proceeds of any sale or other disposition of assets on the
contractual settlement date or otherwise in advance of PFPC
Trust's actual receipt of the amount due or (c) provisional
crediting of any amounts due, and (i) PFPC Trust is
subsequently unable to collect full and final payment for the
amounts so credited within a reasonable time period using
reasonable efforts or (ii) pursuant to standard industry
practice, law or regulation PFPC Trust is required to repay to
a third party such amounts so credited, or if any Property has
been incorrectly credited, PFPC Trust shall have the absolute
right in its sole discretion without demand to reverse any
such credit or payment, to debit or deduct the amount of such
credit or payment from the applicable Account, and to
otherwise pursue recovery of any such amounts so credited from
the Fund. Nothing herein or otherwise shall require PFPC Trust
to make any advances or to credit any amounts until PFPC
Trust's actual receipt thereof. The Fund hereby grants a first
priority contractual possessory security interest in and a
right of setoff against the assets maintained under this
Agreement in the amount necessary to secure the return and
payment to PFPC Trust of any advance or credit made by PFPC
Trust (including reasonable charges related thereto).
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(n) COLLECTIONS. All collections of monies or other property in
respect, or which are to become part, of the Property (but not
the safekeeping thereof upon receipt by PFPC Trust) shall be
at the sole risk of the Fund. If payment is not received by
PFPC Trust within a reasonable time after proper demands have
been made, PFPC Trust shall notify the Fund in writing,
including copies of all demand letters, any written responses
and memoranda of all oral responses and shall await
instructions from the Fund. PFPC Trust shall not be obliged to
take legal action for collection unless and until reasonably
indemnified to its satisfaction. PFPC Trust shall also notify
the Fund as soon as reasonably practicable whenever income due
on Securities is not collected in due course and shall provide
the Fund with periodic status reports of such income collected
after a reasonable time.
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(o) PFPC Trust shall arrange for the establishment of XXX
custodian accounts for such Shareholders holding Shares
through XXX accounts, in accordance with the Internal Revenue
Code of 1986, as amended (including regulations promulgated
thereunder), and with such other procedures as are mutually
agreed upon from time to time by and among the Fund, PFPC
Trust and the Fund's transfer agent.
14. DURATION AND TERMINATION. This Agreement shall continue until
terminated by either party upon sixty (60) days' prior written
notice to the other party by certified mail with confirmed
receipt. In the event this Agreement is terminated (pending
appointment of a successor to PFPC Trust or vote of the
Shareholders of the Fund to dissolve or to function without a
custodian of its cash, Securities or other property), PFPC
Trust shall not deliver cash, Securities or other property of
the Fund to the Fund. It may deliver them to a bank or trust
company of PFPC Trust's choice, having an aggregate capital,
surplus and undivided profits, as shown by its last published
report, of not less than two hundred million dollars
($200,000,000) and which is qualified to act as a custodian to
the Fund under the 1940 Act, as a custodian for the Fund to be
held under terms similar to those of this Agreement.
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15. NOTICES. All notices and other communications, including
Written Instructions, shall be in writing or by confirming
telegram, cable, telex or facsimile sending device. Notices
shall be addressed (a) if to PFPC Trust at 0000 Xxxxxxx
Xxxxxxxxx, 0xx Xxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000,
Attention: Xxx Xxxxxxxx; (b) if to the Fund, at
_________________________or (c) if to neither of the
foregoing, at such other address as shall have been given by
like notice to the sender of any such notice or other
communication by the other party. If notice is sent by
confirming telegram, cable, telex or facsimile sending device,
it shall be deemed to have been given immediately. If notice
is sent by first-class mail, it shall be deemed to have been
given five days after it has been mailed. If notice is sent by
messenger, it shall be deemed to have been given on the day it
is delivered.
16. AMENDMENTS. This Agreement, or any term hereof, may be changed
or waived only by a written amendment, signed by the party
against whom enforcement of such change or waiver is sought.
17. DELEGATION; ASSIGNMENT. This Agreement and the rights and
duties of the parties herein may not be assigned or delegated
by any party without the written consent of each party.
18. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same
instrument.
19. FURTHER ACTIONS. Each party agrees to perform such further
acts and execute such further documents as are necessary to
effectuate the purposes hereof.
20. MISCELLANEOUS.
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(a) ENTIRE AGREEMENT. This Agreement embodies the entire
agreement and understanding between the parties and
supersedes all prior agreements and understandings
relating to the subject matter hereof, provided that
the parties may embody in one or more separate
documents their agreement, if any, with respect to
delegated duties and Oral Instructions.
(b) CAPTIONS. The captions in this Agreement are included
for convenience of reference only and in no way define
or delimit any of the provisions hereof or otherwise
affect their construction or effect.
(c) GOVERNING LAW. PFPC Trust is qualified to act as a
custodian to the Fund under the 1940 Act. This
Agreement shall be deemed to be a contract made in
Delaware and governed by Delaware law, without regard
to principles of conflicts of law.
(d) PARTIAL INVALIDITY. If any provision of this Agreement
shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.
(e) SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon and shall inure to the benefit of the parties
hereto and their respective successors and permitted
assigns.
(f) FACSIMILE SIGNATURES. The facsimile signature of any
party to this Agreement shall constitute the valid and
binding execution hereof by such party.
(g) The Fund will provide such information and
documentation as PFPC Trust may reasonably request in
connection with services provided by PFPC Trust to the
Fund.
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(h) To help the U.S. government fight the funding of
terrorism and money laundering activities, U.S. Federal
law requires each financial institution to obtain,
verify, and record certain information that identifies
each person who initially opens an account with that
financial institution on or after October 1, 2003.
Certain of PFPC Trust's affiliates are financial
institutions, and PFPC Trust may, as a matter of
policy, request (or may have already requested) the
Fund's name, address and taxpayer identification number
or other government-issued identification number, and,
if such party is a natural person, that party's date of
birth. PFPC Trust may also ask (and may have already
asked) for additional identifying information, and PFPC
Trust may take steps (and may have already taken steps)
to verify the authenticity and accuracy of these data
elements.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the day and year first above written.
PFPC TRUST COMPANY
By:
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Title:
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COLUMBIA FLOATING RATE ADVANTAGE FUND
By:
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Title:
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AUTHORIZED PERSONS APPENDIX
NAME (TYPE) SIGNATURE
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