Exhibit (h)(21)
PRICING AND BOOKKEEPING AGREEMENT
AGREEMENT dated as of July 22, 2002, between each of the Massachusetts
business trusts listed on Appendix I hereto (as the same may from time to time
be amended to add one or more additional investment companies advised by an
affiliate of Columbia Management Group, Inc. ("CMG") or to delete one or more of
such trusts), each of such trusts acting severally on its own behalf and not
jointly with any of such other trusts (each of such trusts being hereinafter
referred to as the "Trust"), Colonial Management Associates, Inc. ("CMA"), a
Massachusetts corporation, and Fleet Investment Advisors, Inc. (the
"Administrator"), a New York corporation. Each Trust may offer an unlimited
number of separate investment series ("Funds"), each of which may have multiple
classes of shares. The parties agree as follows:
1. APPOINTMENT. The Trust appoints CMA as its agent to perform the
pricing and bookkeeping services described below for each Fund on the effective
date set forth in Appendix I as amended from time to time.
2. SERVICES. CMA shall (i) determine and timely communicate to persons
designated by the Trust the Funds' net asset values and offering prices per
share and the net income available for dividends; and (ii) maintain and preserve
in a secure manner the accounting records of the Funds required to be maintained
by the Investment Company Act of 1940, as amended (the "1940 Act") and the rules
and regulations thereunder. All such records shall be the property of the
relevant Fund and CMA agrees to promptly surrender to the Trust any of such
records upon the request, and at the expense, of the Trust. CMA will provide
disaster planning to minimize possible service interruption.
In computing the net asset value of each Fund, CMA may utilize one or
more independent pricing services approved from time to time by the Board of
Trustees of the Trust to obtain securities prices. Each Fund will pay its share
of the actual cost of such services based upon its actual use of the services.
3. AUDIT, USE AND INSPECTION. CMA shall make available on its premises
during regular business hours all records of a Fund for reasonable audit, use
and inspection by the Fund, its agents and any regulatory agency having
authority over the Fund.
4. COMPENSATION. For the services provided pursuant to this Agreement,
the Trust on behalf of each Fund or, in the case of Galaxy Fund II, the
Administrator on behalf of each Fund, will pay CMA 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
The annual fees for a Fund with more than 25% in non-domestic assets will be
150% of the annual fees described above.
CMA shall waive $20,000 per month of aggregate fees payable to it by
the Funds. In addition, CMA shall waive all fees for a period of three months
from the commencement of operations of any new Fund which is establish by the
Trust, provided that no fee shall be waived for any "shell" Fund created
pursuant to a merger or acquisition.
5. COMPLIANCE. CMA shall comply with applicable provisions relating to
pricing and bookkeeping as set forth in the prospectuses and statements of
additional information of each Fund, applicable resolutions of the Board of
Trustees of the Trust, 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 negligence on the part of CMA, or reckless disregard of its obligations
and duties hereunder, CMA shall not be subject to any liability to the Trust or
any Fund, to any shareholder of the Trust or any Fund or to any other person,
firm or organization, for any act or omission in the course of, or connected
with, rendering services hereunder. The provisions of this paragraph 6 shall
survive any termination of the Agreement.
7. AMENDMENTS. The Trust shall submit to CMA 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 CMA of performing its obligations, CMA shall be
entitled to receive such reasonable additional compensation as shall be agreed
to in writing by the parties.
8. DURATION AND TERMINATION, ETC. This Agreement may be changed only by
a 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, including a majority of the Trustees who are not affiliated with CMA;
(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. If the Trust
designates a successor to any of CMA's obligations other than as a result of the
termination of this Agreement pursuant to paragraph 8(c), CMA shall, at the
expense and direction of the Trust, transfer to the successor all Fund records
maintained by CMA.
9. USE OF AFFILIATED COMPANIES AND SUBCONTRACTORS. In connection with
the services to be provided by CMA under this Agreement, CMA 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 CMA, provided that
CMA shall supervise and remain fully responsible for the services of all such
third parties in accordance with and to the extent provided in this Agreement.
All costs and expenses associated with services provided by any such third
parties shall be borne by CMA or such parties.
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10. CONFIDENTIALITY. CMA agrees on behalf of itself and its employees
to treat confidentially and as proprietary information of the Trust all records
and other information relative to the Trust and its prior, present or potential
shareholders, and not to use such records and information for any purpose other
than performance of its responsibilities and duties under this Agreement, except
after prior notification to and approval in writing by the Trust, which approval
shall not be unreasonably withheld and may not be withheld where CMA may be
exposed to civil or criminal contempt proceedings for failure to comply, when
requested to divulge such information by duly constituted authorities, or when
so requested by the Trust.
11. MISCELLANEOUS. This Agreement shall be governed by the laws of the
Commonwealth of
Massachusetts.
12. DECLARATION OF TRUST. A copy of the Declaration of Trust of the
Trust is on file with the Secretary of the Commonwealth of
Massachusetts, and
notice is hereby given that this instrument is executed on behalf of the
Trustees of the Trust as Trustees and not individually and that the obligations
of or arising out of the instrument are not binding upon any of the Trustees or
officers or shareholders individually, but binding only upon the assets and
property of the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
THE TRUSTS LISTED ON APPENDIX I
/s/ XXXX X. X'XXXXX
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By: Xxxx X. X'Xxxxx
Title: President
COLONIAL MANAGEMENT ASSOCIATES, INC.
/s/ XXXXXX X. XXXXXXX
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By: Xxxxxx X. Xxxxxxx
Title: Executive Vice President &
Chief Operating Officer
Solely for the purposes of
Paragraph 4 of this Agreement:
FLEET INVESTMENT ADVISORS, INC.
/s/ XXXXX X. XXXXX
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By: Xxxxx X. Xxxxx
Title: Chairman, CEO & President
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APPENDIX I
TRUST EFFECTIVE DATE
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The Galaxy Fund July 1, 2002
The Galaxy VIP Fund July 1, 2002
Galaxy Fund II July 1, 2002
