AMENDED AND RESTATED ADMINISTRATION AGREEMENT
between
COLUMBIA ACORN TRUST
and
COLUMBIA Xxxxxx Asset Management, L.P.
COLUMBIA 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 ("Columbia 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 COLUMBIA
XXXXXX ASSET MANAGEMENT, L.P., a Delaware limited partnership ("Columbia WAM"),
agree that:
1. APPOINTMENT AND ACCEPTANCE. Columbia Acorn hereby appoints Columbia WAM
to act as Administrator of the Funds, subject to the supervision and direction
of the Board of Trustees of Columbia Acorn (the "Board"), as hereinafter set
forth. Columbia WAM hereby accepts such appointment and agrees to furnish or
cause to be furnished the services contemplated by this agreement.
2. DUTIES OF COLUMBIA WAM.
(a) Columbia 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 Columbia Acorn as required by law or otherwise
for the proper operation of Columbia Acorn;
2) supervise the preparation and, subject to approval by Columbia 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 Columbia
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 Columbia Acorn, including,
without limitation, preparation or supervision of the preparation by
Columbia 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 Columbia Acorn with the services of an adequate number of
persons competent to perform the administrative and clerical functions
described herein;
9) provide Columbia 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
Columbia Acorn's officers, independent accountants, legal counsel,
custodian, and transfer and dividend disbursing agent in establishing
the accounting policies of Columbia Acorn;
12) prepare such financial information and reports as may be required by
any banks from which Columbia 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 Columbia WAM
who may be appointed as officers of Columbia 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
16) provide such assistance to the Investment Adviser, the custodian,
other Trust service providers and Columbia Acorn's counsel and
auditors as generally may be required to carry on properly the
business and operations of Columbia Acorn.
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Columbia Acorn agrees to deliver, or cause to be delivered, to Columbia
WAM, on a timely basis, such information as may be necessary or appropriate for
Columbia 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
Columbia 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 Columbia WAM under
this agreement, Columbia 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 Columbia WAM, provided that Columbia 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 Columbia WAM or such parties.
(c) All activities of Columbia WAM shall be conducted in accordance with
Columbia 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 COLUMBIA WAM. Columbia 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 Columbia Acorn shall pay the fees
and expenses of its legal counsel, auditors and any blue sky service providers.
In addition, Columbia WAM shall be responsible for the payment of any persons
engaged pursuant to section 2(b) hereof. Columbia Acorn shall assume and pay or
cause to be paid all other expenses of the Funds.
4. COMPENSATION OF COLUMBIA WAM. For the services provided to Columbia
Acorn and each Fund by Columbia WAM pursuant to this agreement, Columbia Acorn
shall pay Columbia WAM for its services, a fee accrued daily and paid monthly at
the following annual rates: 0.05% of Columbia Acorn's average daily net assets
up to $8 billion of assets; 0.04% of Columbia Acorn's average daily net assets
from $8 billion to $16 billion of assets; and 0.03% of Columbia Acorn's average
daily net assets over $16 billion.
5. LIMITATION OF LIABILITY OF COLUMBIA WAM. Columbia WAM shall not be
liable to Columbia 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 Columbia WAM, including
officers, agents and employees of Columbia 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 COLUMBIA WAM. The services of Columbia WAM under this
agreement are not exclusive, and Columbia WAM and its affiliates shall be free
to render similar services to others and services to Columbia Acorn in other
capacities.
7. DURATION AND TERMINATION OF THIS AGREEMENT.
(a) This agreement shall become effective on August 1, 2004. This agreement
may be terminated without penalty by the Board or by Columbia WAM, in each case
on 60 days' written notice to the other party.
(b) Columbia WAM hereby agrees that the books and records prepared
hereunder with respect to Columbia Acorn are the property of Columbia Acorn and
further agrees that upon the termination of this agreement or otherwise upon
request Columbia WAM will surrender promptly to Columbia 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 Columbia WAM: Columbia Xxxxxx Asset Management, L.P.
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:
Columbia Management Group Inc.
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: General Counsel
Telephone: 000-000-0000
Facsimile: 000-000-0000
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If to Columbia Acorn: Columbia Acorn Trust
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: 312 827-8000
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
Columbia 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 Columbia
Acorn hereunder shall be binding only upon the assets of Columbia Acorn (or the
appropriate Fund) and shall not be binding upon any trustee, officer, employee,
agent or shareholder of Columbia Acorn. Neither the authorization of any action
by the Trustees or shareholders of Columbia Acorn nor the execution of this
agreement on behalf of Columbia Acorn shall impose any liability upon any
trustee, officer or shareholder of Columbia Acorn.
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IN WITNESS WHEREOF, the parties hereto have executed this agreement as
of the day and year first above written.
COLUMBIA ACORN TRUST
By
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Xxxxx X. Xxxxx
Vice President and Treasurer
COLUMBIA XXXXXX ASSET MANAGEMENT, L.P.
By
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SCHEDULE A
to the Administration Agreement
between
Columbia Acorn Trust
and
Columbia Xxxxxx Asset Management, L.P.
FUNDS TO WHICH THE ADMINISTRATION AGREEMENT IS APPLICABLE
Columbia Acorn Fund
Columbia Acorn International
Columbia Acorn USA
Columbia Acorn Select
Columbia Acorn International Select
Columbia Thermostat Fund
Dated: August 1, 2004.
COLUMBIA ACORN TRUST
By
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Xxxxx X. Xxxxx
Vice President and Treasurer
COLUMBIA XXXXXX ASSET MANAGEMENT, L.P.
By
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