AMENDED AND RESTATED
ACCOUNTING AND BOOKKEEPING AGREEMENT
This Agreement is made this 1st day of November, 2003, by and between
Columbia Institutional Floating Rate Income Fund, a Massachusetts business trust
(hereinafter referred to as the "Fund"), and Columbia Management Advisors, Inc.
("Columbia Management"), an Oregon corporation.
1. Appointment. The Fund hereby appoints Columbia Management to act as its
agent to perform the services described herein with respect to the Fund.
Columbia Management hereby accepts appointment as the Fund's agent and
agrees to perform the services described herein.
2. Accounting.
(a) Pricing. Columbia Management shall value all securities and other
assets of the Fund, and compute the net asset value per share of the
Fund, 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 the Fund, and pursuant to
such other written procedures or instructions furnished to Columbia
Management by the Fund. To the extent procedures or instructions used
to value securities or other assets of the Fund under this Agreement
are at any time inconsistent with any applicable law or regulation,
the Fund shall provide Columbia Management with written instructions
for valuing such securities or assets in a manner which the Fund
represents to be consistent with applicable law and regulation.
(b) Net Income. Columbia Management shall calculate with such frequency as
the Fund shall direct, the net income of the Fund for dividend
purposes and on a per share basis. Such calculation shall be at such
times and dates and in such manner as the Fund 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 Fund is or will be actually
paid, but will accrue such dividend and interest unless otherwise
instructed by the Fund.
(c) Capital Gains and Losses. Columbia Management shall calculate gains or
losses of the Fund from the sale or other disposition of assets as the
Fund shall direct.
(d) Yields. At the request of the Fund, Columbia Management shall compute
yield for the Fund for such periods and using such formula as shall be
instructed by the Fund.
(e) Communication of Information. Columbia Management shall provide the
Fund, the Fund's transfer agent and such other parties as directed by
the Fund with the net asset value per share, the net income per share
and yields for the Fund at such time and in such manner and format and
with such frequency as the parties mutually agree.
(f) Information Furnished by the Fund. The Fund 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 of accrual of liabilities and expenses of the
Fund. The Fund 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 Fund if the same are not available to Columbia Management
from a pricing or similar service designated by the Fund 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 Fund.
3. Recordkeeping.
(a) Columbia Management shall, as agent for the Fund, maintain and keep
current and preserve the general ledger and other accounts, books, and
financial records of the Fund 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 the Fund is required to maintain and preserve
in accordance with the Rules shall be and remain the property of the
Fund and shall be surrendered to the Fund 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 the Fund for reasonable audit,
use and inspection by the Fund, its agents and any regulatory agency
having authority over the Fund.
4. Instructions, Opinion of Counsel, and Signatures.
(a) At any time Columbia Management may apply to a duly authorized agent
of the Fund for instructions regarding the Fund, and may consult
counsel for the Fund 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 Fund 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 Fund, until receipt of written notice thereof
from the Fund.
(b) Columbia Management may receive and accept a certified copy of a vote
of the Board of Trustees of the Fund 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 Fund 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. The Fund will pay Columbia Management a monthly
fee consisting of a Flat Fee plus an Asset-Based Fee, as
follows:
(a) "Flat Fee." An annual fee of $5,000, paid monthly; plus
(b) "Asset-Based Fee." For any month that the Fund has average net assets
of more than $50 million, a 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 Asset-Based Fee Rate.] The
Fund also shall reimburse Columbia Management 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.
6. Confidentiality of Records. Columbia Management agrees not to disclose any
information received from the Fund 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
Fund all records in the possession and control of Columbia Management
related to the Fund'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 the Fund.
7. Liability and Indemnification.
(a) Columbia Management shall not be liable to the Fund for any action
taken or thing done by it or its employees or agents on behalf of the
Fund 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.
(b) The Fund 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 Fund, or as a result of acting upon
instructions believed by it to have been executed by a duly authorized
agent of the Fund or as a result of acting upon information provided
by the Fund in form and under policies agreed to by Columbia
Management and the Fund, provided that: (i) 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
(ii) Columbia Management shall give the Fund 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 the Fund from
and against any and all claims, demands, expenses and liabilities
which the Fund 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 the Fund or its other agents
or contractors and (ii) the Fund 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 the Fund.
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 the Fund 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 Fund
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 the Fund by written notice to Columbia Management,
Columbia Management shall promptly upon such termination and at the expense
of the Fund, 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 the Fund, for assistance from
Columbia Management personnel in the establishment of books, records, and
other data by such successor.
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 Fund.
12. 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 the Fund and Columbia Management is ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Secretary.
13. Non-Liability of Trustees and Shareholders. Any obligation of the Fund
hereunder shall be binding only upon the assets of the Fund, as provided in
the Agreement and Declaration of Fund of the Fund, and shall not be binding
upon any trustee, officer, employee, agent or shareholder of the Fund.
Neither the authorization of any action by the Trustees or the shareholders
of the Fund, nor the execution of this Agreement on behalf of the Fund
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.
14. 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.
15. Governing Law. This Agreement shall be governed by the laws of the State of
Illinois.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the day and year first above written.
COLUMBIA INSTITUTIONAL FLOATING RATE
INCOME FUND
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
Attest:
-----------------------
Name:
Title:
COLUMBIA MANAGEMENT ADVISORS, INC.
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
Executive Vice President and
Chief Operating Officer
Attest:
-----------------------
Name:
Title:
COLUMBIA INSTITUTIONAL FLOATING RATE INCOME FUND
AMENDED AND RESTATED ACCOUNTING & BOOKKEEPING AGREEMENT
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-▇▇▇▇▇ ▇▇▇ FUNDS TRUST
[currently no series outstanding]
LIBERTY-▇▇▇▇▇ ▇▇▇ 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
Columbia 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
▇▇▇▇▇ ▇▇▇ Growth Stock Fund, VS Fund
Liberty Small Company Growth Fund, VS Fund
Liberty Money Market Fund, VS Fund
Liberty Federal Securities Fund, VS Fund