Exhibit d.4
AMENDED AND RESTATED ADMINISTRATION AGREEMENT
between
LIBERTY ACORN TRUST
and
LIBERTY XXXXXX ASSET MANAGEMENT, L.P.
LIBERTY ACORN TRUST, a Massachusetts business trust registered under
the Investment Company Act of 1940 (the "1940 Act") as an open-end diversified
management investment company ("Liberty Acorn"), on its own behalf and on behalf
of each of the Funds listed on Schedule A, as such Schedule shall be amended
from time to time (each, a "Fund," together, the "Funds"), and LIBERTY XXXXXX
ASSET MANAGEMENT, L.P., a Delaware limited partnership ("Liberty WAM"), agree
that:
1. APPOINTMENT AND ACCEPTANCE. Liberty Acorn hereby appoints Liberty
WAM to act as Administrator of the Funds, subject to the supervision and
direction of the Board of Trustees of Liberty Acorn (the "Board"), as
hereinafter set forth. Liberty WAM hereby accepts such appointment and agrees to
furnish or cause to be furnished the services contemplated by this agreement.
2. DUTIES OF LIBERTY WAM.
(a) Liberty WAM shall perform or arrange for the performance of the
following administrative and clerical services:
1) maintain and preserve the books and records, including financial
and corporate records, of Liberty Acorn as required by law or
otherwise for the proper operation of Liberty Acorn;
2) supervise the preparation and, subject to approval by Liberty
Acorn, filing of registration statements and amendments thereto,
notices, reports, tax returns and other documents required by U.S.
Federal, state and other applicable laws and regulations (other
than state "blue sky" laws), including proxy materials and
periodic reports to Fund shareholders;
3) oversee the preparation and filing of registration statements,
notices, reports and other documents required by state "blue sky"
laws, and oversee the monitoring of sales of shares of the Funds
for compliance with state securities laws;
4) calculate and publish the net asset value of each Fund's shares,
including provision of and payment for any third party
pricing services;
5) calculate dividends and distributions and performance data for
each Fund, and prepare other financial information regarding
Liberty Acorn;
6) oversee and assist in the coordination of, and, as the Board may
reasonably request or deem appropriate, make reports and
recommendations to the Board on, the performance of administrative
and professional services rendered to the Funds by others,
including the custodian, registrar, transfer agent and dividend
disbursing agent, shareholder servicing agents, accountants,
attorneys, underwriters, brokers and dealers, corporate
fiduciaries, insurers, banks and such other persons in any such
other capacity deemed to be necessary or desirable;
7) furnish corporate secretarial services to Liberty Acorn,
including, without limitation, preparation or supervision of the
preparation by Liberty Acorn's counsel, of materials necessary in
connection with meetings of the Board, including minutes, notices
of meetings, agendas and other Board materials;
8) provide Liberty Acorn with the services of an adequate number of
persons competent to perform the administrative and clerical
functions described herein;
9) provide Liberty Acorn with administrative office and data
processing facilities;
10) arrange for payment of each Fund's expenses;
11) provide routine accounting services to the Funds, and consult with
Liberty Acorn's officers, independent accountants, legal counsel,
custodian, and transfer and dividend disbursing agent in
establishing the accounting policies of Liberty Acorn;
12) prepare such financial information and reports as may be required
by any banks from which Liberty Acorn borrows funds;
13) develop and implement procedures to monitor each Fund's compliance
with regulatory requirements and with each Fund's investment
policies and restrictions as set forth in each Fund's currently
effective Prospectus and Statement of Additional Information filed
under the Securities Act of 1933, as amended;
14) provide for the services of principals and employees of Liberty
WAM who may be appointed as officers of Liberty Acorn, including
the President, Vice Presidents, Treasurer, Secretary and one or
more assistant officers;
15) provide services to shareholders of the Funds, including
responding to shareholder inquiries regarding, among other things,
share prices, account balances, dividend amounts and payment
dates, and changes in account registrations or options, to the
extent not provided by a Fund's transfer agent; and
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16) provide such assistance to the Investment Adviser, the custodian,
other Trust service providers and Liberty Acorn's counsel and
auditors as generally may be required to carry on properly the
business and operations of Liberty Acorn.
Liberty Acorn agrees to deliver, or cause to be delivered, to Liberty
WAM, on a timely basis, such information as may be necessary or appropriate for
Liberty WAM's performance of its duties and responsibilities hereunder,
including but not limited to, shareholder reports, records of transactions,
valuations of investments and records of expenses borne by each Fund, and
Liberty WAM shall be entitled to rely on the accuracy and completeness of such
information in performing its duties hereunder.
(b) In connection with the services to be provided by Liberty WAM under
this agreement, Liberty WAM 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 Liberty WAM, provided that Liberty WAM 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 Liberty WAM
or such parties.
(c) All activities of Liberty WAM shall be conducted in accordance with
Liberty Acorn's agreement and declaration of trust, bylaws and registration
statement, under the supervision and direction of the Board, and in conformity
with the 1940 Act and other applicable federal and state laws and regulations.
3. EXPENSES OF LIBERTY WAM. Liberty WAM assumes the expenses of and
shall pay for maintaining the staff and personnel necessary to perform its
obligations under this agreement, and shall at its own expense provide office
space, facilities, equipment and the necessary personnel which it is obligated
to provide under section 2(a) hereof, except that Liberty Acorn shall pay the
fees and expenses of its legal counsel, auditors and any blue sky service
providers. In addition, Liberty WAM shall be responsible for the payment of any
persons engaged pursuant to section 2(b) hereof. Liberty Acorn shall assume and
pay or cause to be paid all other expenses of the Funds.
4. COMPENSATION OF LIBERTY WAM. For the services provided to Liberty
Acorn and each Fund by Liberty WAM pursuant to this agreement, each Fund shall
pay Liberty WAM for its services, a fee accrued daily and paid monthly at the
annual rate of 0.05% of such Fund's average daily net assets.
5. LIMITATION OF LIABILITY OF LIBERTY WAM. Liberty WAM shall not be
liable to Liberty Acorn or any Fund for any error of judgment or mistake of law
or for any loss arising out of any act or omission by Liberty WAM, including
officers, agents and employees of Liberty WAM and its affiliates, or any persons
engaged pursuant to section 2(b) hereof, in the performance of its duties
hereunder, except by reason of willful misfeasance, bad faith, or gross
negligence in the performance of its duties, or reckless disregard of its
obligations and duties hereunder.
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6. ACTIVITIES OF LIBERTY WAM. The services of Liberty WAM under this
agreement are not exclusive, and Liberty WAM and its affiliates shall be free to
render similar services to others and services to Liberty Acorn in other
capacities.
7. DURATION AND TERMINATION OF THIS AGREEMENT.
(a) This agreement shall become effective on September 25, 2002. This
agreement may be terminated without penalty by the Board or by Liberty WAM, in
each case on 60 days' written notice to the other party.
(b) Liberty WAM hereby agrees that the books and records prepared
hereunder with respect to Liberty Acorn are the property of Liberty Acorn and
further agrees that upon the termination of this agreement or otherwise upon
request Liberty WAM will surrender promptly to Liberty Acorn copies of the books
and records maintained or required to be maintained hereunder, including in such
machine-readable form as agreed upon by the parties, in accordance with industry
practice, where applicable.
8. AMENDMENT. This agreement may be amended by the parties hereto only
if such amendment is specifically approved by the Board and such amendment is
set forth in a written instrument executed by each of the parties hereto.
9. GOVERNING LAW. The provisions of this agreement shall be construed
and interpreted in accordance with the laws of the State of Illinois as at the
time in effect and the applicable provisions of the 1940 Act. To the extent that
the applicable law of the State of Illinois, or any provisions herein, conflict
with the applicable provisions of the 1940 Act, the latter shall control.
10. COUNTERPARTS. This agreement may be executed by the parties hereto
in counterparts and if so executed, the separate instruments shall constitute
one agreement.
11. NOTICES. All notices or other communications hereunder to either
party shall be in writing and shall be deemed to be received on the earlier date
of the date actually received or on the fourth day after the postmark if such
notice is mailed first class postage prepaid. Notice shall be addressed:
If to Liberty Liberty Xxxxxx Asset Management, L.P.
WAM: Attention: Xxxxx X. Xxxxx
000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Telephone: 000 000-0000
Facsimile: 000 000-0000
with a copy to:
Liberty Funds Group LLC
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
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Attention: General Counsel
Telephone: 000-000-0000
Facsimile: 000-000-0000
If to Liberty Liberty Acorn Trust
Acorn: 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Telephone: 000 000-0000
Facsimile: 000 000-0000
with a copy to:
Xxxx, Xxxx & Xxxxx LLC
Attention: Xxxxxxx X. Xxxxx
Three First Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Telephone: 000 000-0000
Facsimile: 000 000-0000
or at such other address as either party may designate by written notice to the
other. Notice shall also be deemed sufficient if given by telex, telecopier,
telegram or similar means of same day delivery (with a confirming copy by mail
as provided herein).
12. SEPARATE FUNDS. This agreement shall be construed to be made by
Liberty Acorn as a separate agreement with respect to each Fund, and under no
circumstances shall the rights, obligations or remedies with respect to a
particular Fund be deemed to constitute a right, obligation or remedy applicable
to any other Fund.
13. ENTIRE AGREEMENT. This agreement constitutes the entire agreement
of the parties with respect to the subject matter hereof and supersedes any
prior arrangements, agreements or understandings.
14. NON-LIABILITY OF TRUSTEES AND SHAREHOLDERS. All obligation of
Liberty Acorn hereunder shall be binding only upon the assets of Liberty Acorn
(or the appropriate Fund) and shall not be binding upon any trustee, officer,
employee, agent or shareholder of Liberty Acorn. Neither the authorization of
any action by the Trustees or shareholders of Liberty Acorn nor the execution of
this agreement on behalf of Liberty Acorn shall impose any liability upon any
trustee, officer or shareholder of Liberty Acorn.
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IN WITNESS WHEREOF, the parties hereto have executed this agreement as
of the day and year first above written.
LIBERTY ACORN TRUST
By /s/ Xxxxx X. Xxxxx
----------------------------------
Xxxxx X. Xxxxx
Vice President and Treasurer
LIBERTY XXXXXX ASSET MANAGEMENT, L.P.
By /s/ Xxxxx X. Xxxxx
---------------------------------
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SCHEDULE A
to the Administration Agreement
between
Liberty Acorn Trust
and
Liberty Xxxxxx Asset Management, L.P.
FUNDS TO WHICH THE ADMINISTRATION AGREEMENT IS APPLICABLE
Liberty Acorn Fund
Liberty Acorn International
Liberty Acorn USA
Liberty Acorn Twenty
Liberty Acorn Foreign Forty
Columbia Thermostat Fund
Dated: September 25, 2002.
LIBERTY ACORN TRUST
By /s/ Xxxxx X. Xxxxx
------------------------------------
Xxxxx X. Xxxxx
Vice President and Treasurer
LIBERTY XXXXXX ASSET MANAGEMENT, L.P.
By /s/ Xxxxx X. Xxxxx
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