EXHIBIT 99.5
COLUMBIA SPECIAL FUND, INC.
RESTATED INVESTMENT ADVISORY CONTRACT
This Restated Agreement is made the 1st day of May, 1993 between
COLUMBIA SPECIAL FUND, INC., an Oregon corporation (the "Fund"), and COLUMBIA
FUNDS MANAGEMENT COMPANY, an Oregon corporation having its principal place of
business in Portland, Oregon (the "Advisor").
A. The Fund is registered as an open-end investment company pursuant
to the Investment Company Act of 1940 (the "Act"). The Advisor is registered as
an investment advisor pursuant to the Investment Advisers Act of 1940:
B. The Fund and the Advisor have entered into an Investment Advisory
Contract dated July 23, 1985 relating to services to be performed by the Advisor
with respect to the Company (the "Agreement"); and
C. The parties desire to restate the Agreement to change the amount
of compensation to be paid the Advisor under the Agreement and to make certain
typographical corrections, including the change of the name of the Advisor to
Columbia Funds Management Company.
Therefore, the parties agree as follows:
1. DUTIES OF ADVISOR. The Advisor shall regularly provide the Fund with
research, advice and supervision with respect to investment matters and shall
furnish continuously an investment program, recommend what securities shall be
purchased or sold and what portion of the Fund's assets shall be held invested
or uninvested, subject always to the provisions of the Act and the Fund's
Articles of Incorporation and Bylaws, and amendments thereto, which amendments
shall be furnished to the Advisor by the Fund. The Advisor shall take such
steps as are necessary or appropriate to carry out its decisions in regard to
the foregoing matters and the general conduct of the business of the Fund. The
Advisor may take into consideration receipt of research and statistical
information and other services rendered to the Fund in the allocation of
commissions from portfolio brokerage business.
2. ALLOCATION OF CHARGES AND EXPENSES. The Advisor shall pay or
reimburse the Fund for payments made by it for all executive salaries and
executive expenses, office rent of the Fund and ordinary office expenses (other
than the expense of clerical services relating to the administration of the
Fund). The Advisor shall provide investment advisory, statistical and research
facilities, and all clerical services relating to research, statistical and
investment work.
The Advisor shall not be rehired to pay any expenses of the Fund other
than those enumerated in this Restated Agreement. The Fund will assume all
other costs, including the cost of its custodian, legal, auditing and accounting
expenses,
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disinterested directors' fees, taxes and governmental fees, interest, brokers'
commissions, transaction expenses, cost of stock certificates and any other
expenses (including clerical expenses) of issue, sale, repurchase or redemption
of shares, expenses of registering or qualifying shares for sale, transfer taxes
and all expenses of preparing the Fund's registration statement and prospectus,
and the cost of printing and delivering to shareholders prospectuses and
reports.
3. COMPENSATION OF THE ADVISOR. For the services to be rendered, the
facilities to be furnished and the payments to be made by the Advisor, as
provided in Sections 1 and 2 hereof, for each calendar month, the Fund shall pay
to the Advisor a fee computed at the annual rate of 1 percent of thefirst
$500,000,000 of daily net assets and .75 of 1 percent of the daily net assets in
excess of $500,000,000. If the asset value is not required to be determined on
any particular business day, then for the purposes of this Section 3, the asset
value of a share as last determined shall be deemed to be the asset value of a
share as of the close of business on that day. If there is no business day in
any calendar month, such fee shall be computed on the basis of the asset value
of a share as last determined, multiplied by the average number of shares
outstanding on the last day of the month.
4. COVENANTS OF THE ADVISOR. In connection with purchases or sales of
portfolio securities for the account of the Fund, neither the Advisor nor any
officer, director or employee of the Advisor shall act as a principal. The
Advisor covenants that it and its employees will comply with investment
restrictions of the Fund's Bylaws applicable to them. It is understood that if
an occasion should arise in which the Advisor or any of its affiliates may give
any advice to its clients concerning the stock of the Fund, it will act solely
as investment counsel for clients and not on behalf of the Fund.
5. LIMITATION ON LIABILITY OF ADVISOR. The Advisor shall not be liable
for any error of judgment or mistake of law or for any loss suffered by the Fund
in connection with the matters to which this Restated Agreement relates, except
a loss resulting from willful malfeasance, bad faith or gross negligence on the
part of the Advisor in the performance of its duties or from reckless disregard
by the Advisor of its obligations and duties under this Restated Agreement.
6. DURATION AND TERMINATION OF THIS RESTATED AGREEMENT. This Restated
Agreement shall remain in force for one year from the date hereof, and may be
continued from year to year thereafter if approved annually by a vote of a
majority of the Fund's shareholders or by its directors and in either case a
vote of a majority of the directors who are not parties to this Restated
Agreement or interested persons of any such party cast in person at a meeting
called for the purpose of voting on such approval.
This Restated Agreement may be terminated at any time without the
payment of any penalty by vote of the Board of Directors of the Fund or by vote
of a majority of the outstanding shares of the Fund, or by the Advisor, on sixty
(60) days' written notice to the other party.
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This Restated Agreement shall automatically terminate in the event of
its assignment. The Advisor shall notify the Fund of any change in the officers
or directors of the Advisor within a reasonable time after the change. The
terms "assignment," "vote of a majority of the outstanding voting securities"
and "interested persons," when used herein, shall have the meanings specified in
the Act.
7. AMENDMENTS TO THIS RESTATED AGREEMENT. No amendment to this Restated
Agreement shall be effective until approved by vote of a majority of the
outstanding voting securities of the Fund as determined in accordance with the
Act.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the day and year first written above.
COLUMBIA SPECIAL FUND, INC.
By _____________________________
Xxxx X. Xxxx, President
COLUMBIA FUNDS MANAGEMENT COMPANY
By _____________________________
Xxxxx X. Xxxxxx, President
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