EX-99(K)(2)
AMENDED AND RESTATED
ACCOUNTING AND BOOKKEEPING AGREEMENT
This Agreement is made this 1st day of November, 2003, by and between
Columbia Floating Rate 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
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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 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 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
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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. Use of Affiliated Companies and Subcontractors. In connection with the
services to be provided by Columbia Management under this Agreement, Columbia
Management may, to the extent it deems appropriate, and subject to compliance
with the requirements of applicable laws
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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 Management, provided that Columbia
Management 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 Management or such parties.
13. 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 Xxx Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx
00000, Attention: Secretary.
14. 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.
15. 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.
16. Governing Law. This Agreement shall be governed by the laws of the
State of Illinois.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the day and year first above written.
COLUMBIA FLOATING RATE FUND
By: __________________________________
Xxxxxx X. Xxxxxxx, President
Attest:
_____________________________
Name:
Title:
COLUMBIA MANAGEMENT ADVISORS, INC.
By: __________________________________
Xxxxxx X. Xxxxxxx,
Executive Vice President and Chief
Operating Officer
Attest:
_____________________________
Name:
Title:
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COLUMBIA FLOATING RATE 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
A-1
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-XXXXX XXX FUNDS TRUST
[currently no series outstanding]
LIBERTY-XXXXX XXX 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
A-2
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
Xxxxx Xxx Growth Stock Fund, VS Fund
Liberty Small Company Growth Fund, VS Fund
Liberty Money Market Fund, VS Fund
Liberty Federal Securities Fund, VS Fund
A-3
