Exhibit (h)(2)
AMENDED AND RESTATED
PRICING AND BOOKKEEPING AGREEMENT
AGREEMENT dated as of November 1, 2003, between each Massachusetts
Business Trust (Trust) designated in Appendix I from time to time, and Columbia
Management Advisors, Inc. (Columbia), an Oregon corporation. The Trust and
Columbia agree as follows:
1. Appointment. The Trust may offer an unlimited number of series
(Funds), each of which may have multiple classes of shares (Shares).
This Agreement will apply to each Fund on the Effective Date set forth
in Appendix I as amended from time to time.
2. Services. Columbia shall (i) determine and timely communicate to
persons designated by the Trust the Fund's net asset values and
offering prices per Share; and (ii) maintain and preserve in a secure
manner the accounting records of the Fund. All records shall be the
property of the Fund. Columbia will provide disaster planning to
minimize possible service interruption.
3. Audit, Use and Inspection. Columbia shall make available on its
premises during regular business hours all records of a Fund for
reasonable audit, use and inspection by the Trust, its agents and any
regulatory agency having authority over the Fund.
4. Compensation. The Trust will pay Columbia for each Fund (except for
those Funds marked with an (*) in Appendix I hereto, as described in
more detail below, and except for Columbia Large Company Index Fund,
Columbia U.S. Treasury Index Fund and Columbia Small Company Index
Fund, on behalf of which the Trust pays no fees) a monthly fee
consisting of a Flat Fee plus an Asset-Based Fee, as follows:
(a) "Flat Fee." For each Fund 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 each Fund 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 Fund 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
Fund 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.] The Trust also
shall reimburse Columbia for any and all out-of-pocket expenses and charges,
including fees payable to third parties for pricing a Fund's portfolio
securities, in performing services under this Agreement.
The applicable Trust, on behalf of each Fund 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 Fund has more than 25% in non-domestic assets, it shall pay 150% of the
fees described above. Each Fund also shall reimburse Columbia for any and all
out-of-pocket expenses and charges, including fees payable to third parties for
pricing the Fund's portfolio securities, in performing services under this
Agreement.
5. Compliance. Columbia shall comply with applicable provisions
relating to pricing and bookkeeping of the prospectus and statement of
additional information of a Fund 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 Columbia, or reckless disregard of its
obligations and duties hereunder, Columbia shall not be subject to any liability
to the Trust or Fund, to any shareholder of the Trust or the Fund or to any
other person, firm or organization, for any act or omission in the course of, or
connected with, rendering services hereunder.
7. Amendments. The Trust shall submit to Columbia 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 Colonial of performing its obligations,
Colonial shall be entitled to receive reasonable additional compensation.
8. Duration and Termination, etc. This Agreement may be changed only by
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 who are not affiliated with Colonial; (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. Paragraph 6 of this Agreement shall survive
termination. If the Trust designates a successor to any of Columbia's
obligations, Columbia shall, at the expense and direction of the Trust, transfer
to the successor all Trust records maintained by Columbia.
9. Miscellaneous. This Agreement shall be governed by the laws of The
Commonwealth of Massachusetts.
10. Use of Affiliated Companies and Subcontractors. In connection with
the services to be provided by Columbia under this Agreement, Columbia 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, provided
that Columbia 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. Except as otherwise provided in paragraph 4 herein, all costs and
expenses associated with services provided by any such third parties shall be
borne by Columbia or such parties.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the day and year first above.
EACH TRUST DESIGNATED IN APPENDIX I
By: ___________________________________
Xxxxxx X. Xxxxxxx, President
COLUMBIA MANAGEMENT ADVISORS, INC.
By: ___________________________________________
Xxxxxx X. Xxxxxxx, Executive Vice President and Chief Operating Officer
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.
New P_B Agrmt. (2) I-1
APPENDIX I
Trust Series Effective Date
Columbia Funds Trust I Columbia High Yield Opportunity Fund 11/1/91
Columbia Strategic Income Fund 5/1/92
Columbia Tax-Managed Growth Fund 12/30/96
Columbia Tax-Managed Value Fund 6/1/99
Columbia Tax-Managed Growth Fund II 3/1/00
Columbia Tax-Managed Aggressive Growth Fund 8/1/00
Columbia Funds Trust II Columbia Newport Japan Opportunities Fund 6/3/96
Columbia Newport Greater China Fund 5/12/97
Columbia Money Market Fund 3/2/98
Columbia Funds Trust III Columbia Mid Cap Value Fund 11/1/91
Columbia Liberty Fund 2/14/92
Columbia Federal Securities Fund 2/14/92
Columbia Global Equity Fund 2/14/92
Columbia Contrarian Income Fund 10/19/98
*Columbia Intermediate Government Income Fund 11/25/02
*Columbia Quality Plus Bond Fund 11/25/02
*Columbia Corporate Bond Fund 11/25/02
Columbia Funds Trust IV Columbia Tax-Exempt Fund 11/1/91
Columbia Tax-Exempt Insured Fund 11/1/91
Columbia Utilities Fund 2/14/92
Columbia Municipal Money Market Fund 2/14/92
Columbia Funds Trust V Columbia Massachusetts Tax-Exempt Fund 11/1/91
Columbia Connecticut Tax-Exempt Fund 11/1/91
Columbia California Tax-Exempt Fund 8/3/92
Columbia New York Tax-Exempt Fund 8/3/92
*Columbia Intermediate Tax-Exempt Bond Fund 11/25/02
*Columbia Massachusetts Intermediate Municipal Bond Fund 12/09/02
*Columbia Connecticut Intermediate Municipal Bond Fund 11/18/02
*Columbia New Jersey Intermediate Municipal Bond Fund 11/18/02
*Columbia New York Intermediate Municipal Bond Fund 11/25/02
*Columbia Rhode Island Intermediate Municipal Bond Fund 11/18/02
*Columbia Florida Intermediate Municipal Bond Fund 11/18/02
*Columbia Pennsylvania Intermediate Municipal Bond Fund 11/25/02
Columbia Large Company Index Fund 12/09/02
Columbia U.S. Treasury Index Fund 11/25/02
Columbia Small Company Index Fund 11/25/02
Columbia Funds Trust VI Columbia Growth & Income Fund 7/1/92
Columbia Small Cap Value Fund 11/2/92
Columbia Newport Asia Pacific Fund 8/25/98
Columbia Funds Trust VII Columbia Newport Tiger Fund 5/1/95
Columbia Europe Fund 11/1/99
Columbia Floating Rate
Advantage Fund
COLUMBIA MANAGEMENT ADVISORS, INC.
By: _______________________________ By: __________________________________________
Xxxxxx X. Xxxxxxx, President Xxxxxx X. Xxxxxxx
Executive Vice President and Chief Operating Officer
Dated: November 1, 2003
New P_B Agrmt. (2) A-3
SCHEDULE A
COLUMBIA FUNDS TRUST I
Columbia High Yield Opportunity Fund Fund
Columbia Strategic Income Fund Fund
Columbia Tax-Managed Growth Fund Fund
Columbia Tax-Managed Growth Fund II Fund
Columbia Tax-Managed Value Fund Fund
Columbia Tax-Managed Aggressive Growth Fund Fund
COLUMBIA FUNDS TRUST II
Columbia Newport Japan Opportunities Fund Fund
Columbia Newport Greater China Fund Fund
Columbia Money Market Fund Fund
COLUMBIA FUNDS TRUST III
Columbia Mid Cap Value Fund Fund
Columbia Liberty Fund Fund
Columbia Global Equity Fund Fund
Columbia Federal Securities Fund Fund
Columbia Contrarian Income Fund Fund
Columbia Intermediate Government Income Fund Fund
Columbia Quality Plus Bond Fund Fund
Columbia Corporate Bond Fund Fund
COLUMBIA FUNDS TRUST IV
Columbia Tax-Exempt Fund Fund
Columbia Tax-Exempt Insured Fund Fund
Columbia Utilities Fund Fund
Columbia Municipal Money Market Fund Fund
COLUMBIA FUNDS TRUST V
Columbia California Tax-Exempt Fund Fund
Columbia Connecticut Tax-Exempt Fund Fund
Columbia Massachusetts Tax-Exempt Fund Fund
Columbia New York Tax-Exempt Fund Fund
Columbia Large Company Index Fund Fund
Columbia U.S. Treasury Index Fund Fund
Columbia Small Company Index Fund Fund
Columbia Intermediate Tax-Exempt Bond Fund Fund
Columbia Massachusetts Intermediate Municipal Bond Fund Fund
Columbia Connecticut Intermediate Municipal Bond Fund Fund
Columbia New Jersey Intermediate Municipal Bond Fund Fund
Columbia New York Intermediate Municipal Bond Fund Fund
Columbia Rhode Island Intermediate Municipal Bond Fund Fund
Columbia Florida Intermediate Municipal Bond Fund Fund
Columbia Pennsylvania Intermediate Municipal Bond Fund Fund
COLUMBIA FUNDS TRUST VI
Columbia Small Cap Value Fund Fund
Columbia Growth & Income Fund Fund
Columbia Newport Asia Pacific Fund Fund
COLUMBIA FUNDS TRUST VII
Columbia Newport Tiger Fund Fund
Columbia Europe Fund Fund
COLUMBIA FUNDS TRUST VIII
Columbia Income Fund Fund
Columbia Intermediate Bond Fund Fund
COLUMBIA FUNDS TRUST IX
Columbia Managed Municipals Fund Fund
Columbia High Yield Municipal Fund Fund
COLUMBIA FUNDS TRUST XI
Columbia Growth Stock Fund Fund
Columbia Young Investor Fund Fund
Columbia Global Thematic Equity Fund Fund
Columbia European Thematic Equity Fund Fund
Columbia Asset Allocation Fund Fund
Columbia Dividend Income Fund Fund
Columbia Large Cap Core Fund Fund
Columbia International Equity Fund Fund
Columbia Large Cap Growth Fund Fund
Columbia Disciplined Value Fund Fund
Columbia Small Cap Fund Fund
Columbia Small Company Equity Fund Fund
LIBERTY-XXXXX XXX FUNDS TRUST
[currently no series outstanding]
LIBERTY-XXXXX XXX ADVISOR TRUST
[currently no series outstanding]
SR&F BASE TRUST
[currently no series outstanding]
Columbia Floating Rate Fund Feeder
Columbia Institutional Floating Rate Income Fund Feeder
Xxxxx Xxx Floating Rate Limited Liability Company Master
CLOSED END FUNDS
Colonial Intermediate High Income Fund Fund
Colonial InterMarket Income Trust I Fund
Colonial Insured Municipal Fund Fund
Colonial California Insured Municipal Fund Fund
Colonial New York Insured Municipal Fund Fund
Colonial Municipal Income Trust Fund
Colonial Investment Grade Municipal Trust Fund
Colonial High Income Municipal Trust Fund
Columbia Floating Rate Advantage Fund Fund
LIBERTY VARIABLE INVESTMENT TRUST
Columbia International Fund, VS Fund
Liberty Growth & Income Fund, VS Fund
Colonial Strategic Income Fund, VS Fund
Newport Tiger Fund, VS Fund
Colonial Small Cap Value Fund, VS Fund
Liberty All-Star Equity Fund, VS Fund
Liberty S&P 500 Index Fund, VS Fund
Liberty Select Value Fund, VS Fund
Liberty Equity Fund, VS Fund
Columbia Real Estate Equity Fund, VS Fund
Columbia High Yield Fund, VS Fund
STEINROE VARIABLE INVESTMENT TRUST
Liberty Asset Allocation Fund, VS Fund
Xxxxx Xxx Growth Stock Fund, VS Fund
Liberty Small Company Growth Fund, VS Fund
Liberty Money Market Fund, VS Fund
Liberty Federal Securities Fund, VS Fund
