AMENDMENT NO. 1 TO SHAREHOLDERS' SERVICING AND
TRANSFER AGENT AGREEMENT
This Amendment No. 1 to the Shareholders' Servicing and Transfer Agent
Agreement (the "Amendment") is hereby made by and between Xxxxxx Advisors Trust
(the "Trust") a Massachusetts business trust and Columbia Funds Services, Inc.
("CFS") (formerly Liberty Funds Services, Inc.), a Massachusetts corporation.
This Amendment is dated as of February 1, 2004. Capitalized terms not defined
herein shall have the meaning ascribed to them in the Shareholders' Servicing
and Transfer Agent Agreement dated as of September 29, 2000 (the "Agreement").
WHEREAS, under the Agreement the Trust has appointed CFS as Transfer
Agent, Registrar and Dividend Disbursing Agent for each series of the Trust
listed in Schedule A attached thereto, each a registered investment company;
WHEREAS, under the Agreement the Trust will pay CFS for the services
provided thereunder in accordance with and in the manner set forth in Schedule B
attached thereto; and
WHEREAS, the parties to the Agreement desire to amend Schedule B
attached thereto to reflect a revised fee schedule for all classes of each Fund
of the Trust.
NOW THEREFORE, in consideration of the mutual promises and covenants
set forth herein, the parties hereto agree as follows:
1. Schedule B. Pursuant to Section 28 of the Agreement, the parties
hereto mutually agree that Schedule B attached to the Agreement be deleted and
replaced in its entirety by the Schedule B attached to this Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and sealed as of the date first above written.
XXXXXX ADVISORS TRUST
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Vice President, Secretary
and Treasurer
COLUMBIA FUNDS SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: President
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SCHEDULE B
Terms used in the Schedule and not defined herein shall have the
meaning specified in the SHAREHOLDERS' SERVICING AND TRANSFER AGENT AGREEMENT,
as amended from time to time (the "Agreement"). Payments under the Agreement to
CFS shall be made in the first two weeks of the month following the month in
which a service is rendered or an expense incurred. This Schedule B shall be
effective as of the date of the Amendment.
Each Fund that is a series of the Trust shall pay CFS for the services
to be provided by CFS under the Agreement an amount equal to the sum of the
following:
1. An account fee for Open Accounts of $28.00 per annum.
2. In addition, CFS shall be entitled to retain as additional
compensation for its services all CFS revenues for Distributor
Fees, fees for wire, telephone, redemption and exchange orders,
XXX trustee agent fees and account transcripts due CFS from
shareholders of any Fund and interest (net of bank charges)
earned with respect to balances in the accounts referred to in
paragraph 2 of the Agreement. CFS is not entitled to collect any
account fees with respect to any Closed Account.
OUT-OF-POCKET EXPENSES. Each Fund shall reimburse CFS for any and all
appropriate out-of-pocket expenses and charges in performing services under this
Agreement (other than charges for normal data processing services and related
software, equipment and facilities) including, but not limited to, mailing
service, postage, printing of shareholder statements, the cost of any and all
forms of the Funds and other materials used by CFS in communicating with
shareholders of the Funds, the cost of any equipment or service used for
communicating with the Funds' custodian bank or other agent of the Funds, and
all costs of telephone communication with or on behalf of shareholders allocated
in a manner mutually acceptable to the Funds and CFS.
All determinations hereunder shall be in accordance with generally
accepted accounting principles and subject to audit by the Funds' independent
accountants.
Definitions
"Closed Account" is any account on the books of CFS representing record
ownership of shares of a Fund which as of the first day of any calendar
month has a share balance of zero and does not meet account purge
criteria.
"Distributor Fees" means the amount due CFS pursuant to any agreement
with the Funds' principal underwriter for processing, accounting and
reporting services in connection with the sale of shares of the Fund.
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"Fund" means each of the open-end investment companies advised or
administered by Columbia Xxxxxx Asset Management, L.P. (formerly
Liberty WAM) that are series of the Trusts which are parties to the
Agreement.
"Open Account" is any account on the books of CFS representing record
ownership of shares of a Fund which as of the first day of any calendar
month has a share balance greater than zero. The Open Account fee shall
be payable on a monthly basis, in an amount equal to 1/12 the per annum
change.
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Agreed:
THE TRUST ON BEHALF OF EACH FUND DESIGNATED
IN SCHEDULE A FROM TIME TO TIME
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx, Vice President, Secretary and Treasurer
COLUMBIA FUNDS SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, President
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