Exhibit d.5
EXPENSE REIMBURSEMENT AGREEMENT
AGREEMENT, made this 25th day of September, 2002, by and between COLUMBIA
THERMOSTAT FUND (the "Fund"), a series of Liberty Acorn Trust (the "Trust"), and
LIBERTY XXXXXX ASSET MANAGEMENT, L.P., a Delaware limited partnership (the
"Advisor").
WHEREAS, the Fund and the Advisor have separately entered into a Management
Agreement dated September 26, 2002 (the "Management Agreement");
WHEREAS, the Advisor has voluntarily agreed to waive fees and reimburse certain
expenses of the Fund, such that total fund operating expenses (exclusive of
distribution and service fees, interest and fees on borrowings, and expenses
associated with the Fund's investment in other investment companies) do not
exceed the annual rate of .60% of average daily net assets of the Fund (the
"Expense Limit"), which agreement may be discontinued by the Advisor at any
time; and
WHEREAS, the Fund is prepared to repay for a certain period the amounts waived
or reimbursed by the Advisor (all such amounts waived or reimbursed and not
repaid to the Advisor shall be referred to as the "Repayment Amount") to the
extent the repayments do not cause the Fund to exceed the Expense Limit.
NOW, WHEREFORE, in consideration of the mutual covenants hereinafter contained,
and for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, it is hereby agreed by and between the parties hereto as
follows:
1. The Fund agrees to repay monthly to the Advisor the Repayment Amount through
December 31, 2005, provided that no such repayment shall cause the Fund's annual
total fund operating expenses (calculated as set forth above) to exceed the
Expense Limit.
2. If any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule, or otherwise, the remainder shall not be thereby
affected. This Agreement may only be amended in writing by the consent of the
parties. This Agreement shall be construed in accordance with the laws of the
Commonwealth of Massachusetts, exclusive of conflict of law provisions.
3. The Declaration of Trust of the Trust is on file with the Secretary of the
Commonwealth of Massachusetts. This Agreement is executed on behalf of the Fund
by the Fund's officers as officers and not individually and the obligations
imposed upon the Fund by this Agreement are not binding upon any of the Trustees
or officers of the Trust or officers or shareholders of the Fund individually
but are binding only upon the assets and property of the Fund.
IN WITNESS WHEREOF, the Fund and the Advisor have caused this Agreement to
be executed on the day and year above written.
COLUMBIA THERMOSTAT FUND
By: /s/ Xxxxx X. Xxxxx
---------------------------------
LIBERTY XXXXXX ASSET MANAGEMENT, L.P.
By: /s/ Xxxxx X. Xxxxx
---------------------------------
