COLUMBIA MID CAP VALUE FUND
MANAGEMENT AGREEMENT
AGREEMENT dated as of November 1, 2003, between COLUMBIA FUNDS TRUST III, a
Massachusetts business trust ("Trust"), with respect to COLUMBIA MID CAP VALUE
FUND ("Fund"), and COLUMBIA MANAGEMENT ADVISORS, INC., an Oregon corporation
("Advisor").
In consideration of the promises and covenants herein, the parties agree as
follows:
1. The Advisor will manage the investment of the assets of the Fund in
accordance with its prospectus and statement of additional information and
will perform the other services herein set forth, subject to the
supervision of the Board of Trustees of the Trust. The Advisor may delegate
its investment responsibilities to a sub-advisor.
2. In carrying out its investment management obligations, the Advisor shall:
(a) evaluate such economic, statistical and financial information and
undertake such investment research as it shall believe advisable; (b)
purchase and sell securities and other investments for the Fund in
accordance with the procedures described in its prospectus and statement of
additional information; and (c) report results to the Board of Trustees of
the Trust.
3. The Advisor shall furnish at its expense the following:
(a) office space, supplies, facilities and equipment; (b) executive and
other personnel for managing the affairs of the Fund (including preparing
financial information of the Fund and reports and tax returns required to
be filed with public authorities, but exclusive of those related to
custodial, transfer, dividend and plan agency services, determination of
net asset value and maintenance of records required by Section 31(a) of the
Investment Company Act of 1940, as amended, and the rules thereunder ("1940
Act")); and (c) compensation of Trustees who are directors, officers,
partners or employees of the Advisor or its affiliated persons (other than
a registered investment company).
4. The Advisor shall be free to render similar services to others so long as
its services hereunder are not impaired thereby.
5. The Fund shall pay the Advisor monthly a fee at the annual rate of 0.70% of
the first $1 billion of the average daily net assets of the Fund, 0.65% of
the next $500 million and 0.60% in excess of $1.5 billion.
6. If the operating expenses of the Fund for any fiscal year exceed the most
restrictive applicable expense limitation for any state in which shares are
sold, the Advisor's fee shall be reduced by the excess but not to less than
zero. Operating expenses shall not include brokerage, interest, taxes,
deferred organization expenses, Rule 12b-1 distribution fees, service fees
and extraordinary expenses, if any. The Advisor may waive its compensation
(and bear expenses of the Fund) to the extent that expenses of the Fund
exceed any expense limitation the Advisor declares to be effective.
7. This Agreement shall become effective as of the date of its execution, and
(a) unless otherwise terminated, shall continue until October 31, 2004 and
from year to year thereafter so long as approved annually in accordance
with the 1940 Act; (b) may be terminated without penalty on sixty days'
written notice to the Advisor either by vote of the Board of Trustees of
the Trust or by vote of a majority of the outstanding shares of the Fund;
(c) shall automatically terminate in the event of its assignment; and (d)
may be terminated without penalty by the Advisor on sixty days' written
notice to the Trust.
8. This Agreement may be amended in accordance with the 1940 Act.
9. For the purpose of the Agreement, the terms "vote of a majority of the
outstanding shares", "affiliated person" and "assignment" shall have their
respective meanings defined in the 1940 Act and exemptions and
interpretations issued by the Securities and Exchange Commission under the
1940 Act.
10. In the absence of willful misfeasance, bad faith or gross negligence on the
part of the Advisor, or reckless disregard of its obligations and duties
hereunder, the Advisor shall not be subject to any liability to the Trust
or the 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.
COLUMBIA FUNDS TRUST III
on behalf of COLUMBIA MID CAP VALUE FUND
By: /s/Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
President
COLUMBIA MANAGEMENT ADVISORS, INC.
By: /s/Xxxxxx X. Xxxxxxx
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.
