Exhibit (k)(9)
FORM OF
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
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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.
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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:
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Xxxxxx X. Xxxxxxx, President
COLUMBIA MANAGEMENT ADVISORS, INC.
By:
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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.
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