EX-99(K)(1)
AMENDED AND RESTATED
TRANSFER AGENT AGREEMENT
This agreement (the "Agreement"), by and between Columbia Floating Rate
Fund and Columbia Institutional Floating Rate Income Fund, each a Massachusetts
business trust (each a "Trust" and together, the "Trusts"), and Columbia Funds
Services, Inc. ("CFS"), a Massachusetts corporation, effective this 1st day of
November, 2003, amends and restates the Transfer Agent Agreement dated October
19, 1998, as amended.
WHEREAS, the Trusts, each a registered investment company, have appointed
CFS as Transfer Agent, Registrar and Dividend Disbursing Agent,
WHEREAS, CFS desires to accept such appointment and to perform such
services upon the terms and subject to the conditions set forth herein; and
WHEREAS, Columbia Management Advisors, Inc. ("CMA") is the investment
adviser to Columbia Floating Rate Limited Liability Company, a master fund in
which the Trusts invest substantially all of their assets under a master
fund/feeder fund structure, and Columbia Funds Distributor, Inc. is the
principal distributor ("Distributor") of its shares.
NOW THEREFORE, in consideration of the mutual promises and covenants set
forth herein, the parties hereto agree as follows:
1. Appointment. Each Trust hereby appoints CFS to act as its agent in
respect of the purchase, redemption and transfer of Trust shares and dividend
disbursing services in connection with such shares other than with respect to
Trust shares held in omnibus accounts as to which such services are performed by
other financial institutions as described in each Trust's Prospectus (as defined
below) from time to time. CFS accepts such appointment and will perform the
duties and functions described herein in the manner hereinafter set forth.
CFS agrees to provide the necessary facilities, equipment and personnel to
perform its duties and obligations hereunder in accordance with the practice of
transfer agents of investment companies registered with the Securities and
Exchange Commission and in compliance with all laws applicable to mutual fund
transfer agents and the Fund.
CFS agrees that it shall perform usual and ordinary services as transfer
agent, registrar and dividend disbursing agent, which are necessary and
appropriate for investment companies registered with the Securities and Exchange
Commission, except as otherwise specifically excluded herein, including but not
limited to: receiving and processing payments for purchases of Trust shares,
opening shareholder accounts, receiving and processing requests for liquidation
of Trust shares , transferring and canceling stock certificates, maintaining all
shareholder accounts, preparing annual shareholder meetings lists, mailing proxy
materials, receiving and tabulating proxies, mailing shareholder reports and
prospectuses, account research, shareholder correspondence and telephone
services, providing order room services to brokers, withholding taxes on
accounts, disbursing income dividends and capital gains distributions, preparing
and filing U.S. Treasury Department Form 1099 for shareholders, preparing and
mailing confirmation forms to shareholders for all purchases and liquidations of
Trust shares and other confirmable transactions in shareholder accounts,
recording reinvestment of dividends and distributions in Trust shares, and
causing liquidation of shares and disbursements to be made to withdrawal plan
holders.
2. Fees and Charges. Each Trust will pay CFS for the services provided
hereunder in accordance with and in the manner set forth in Schedule A to this
Agreement.
3. Representations and Warranties of CFS. CFS represents and warrants to
each Trust that:
(a) It is a corporation duly organized and existing in good standing
under the laws of the Commonwealth of Massachusetts;
(b) It is duly qualified to carry on its business in the
Commonwealth of Massachusetts;
(c) It is empowered under applicable state and federal laws and by
its Articles of Organization and By-Laws to enter into and perform the
services contemplated by this Agreement and it is in compliance and shall
continue during the term of this Agreement to be in compliance with all
such applicable laws;
(d) All requisite corporate proceedings have been taken to authorize
it to enter into and perform this Agreement;
(e) It has and shall continue to have and maintain the necessary
facilities, equipment and personnel to perform its duties and obligations
under this Agreement; and
(f) It has filed a Registration Statement on SEC Form TA-1 and will
file timely an amendment to same respecting this Transfer Agent Agreement
with the Securities and Exchange Commission; it is duly registered as a
transfer agent as provided in Section 17Ac of the Securities and Exchange
Act of 1934, and it will remain so registered and will comply with all
state and federal laws and regulations relating to transfer agents
throughout the term of this Agreement.
4. Representations and Warranties of the Trusts. Each Trust represents and
warrants to CFS that:
(a) It is a business trust duly organized and existing and in good
standing under the laws of the Commonwealth of Massachusetts;
(b) It is a closed-end management investment company registered as
an interval fund under Section 23c-3 of the Investment Company Act of
1940;
(c) Registration statements under the Securities Act of 1933 and
applicable state laws are currently effective and will remain effective at
all times with respect to all shares of the Trust being offered for sale;
(d) It is empowered under applicable laws and regulations and by its
Agreement and Declaration of Trust and By-Laws to enter into and perform
this Agreement; and
(e) All requisite proceedings and actions have been taken to
authorize it to enter into and perform this Agreement.
5. Copies of Documents. Each Trust promptly from time to time will furnish
CFS with copies of the following Trust documents and all amendments or
supplements thereto: the Agreement and Declaration of Trust; the By-Laws; and
the Registration Statement under Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, together with any other information
reasonably requested by CFS. Each Trust's Prospectus(es) and Statement of
Additional Information contained in such Registration Statement, as from time to
time amended and supplemented, are herein collectively referred to as the
Trust's "Prospectus."
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On or before the date of effectiveness of this Agreement, or as soon
thereafter as is reasonably practicable, and from time-to- time thereafter, each
Trust will furnish CFS with certified copies of the resolutions of the Trustees
of the Trust authorizing this Agreement and designating authorized persons to
give instructions to CFS; if applicable, a specimen of the certificate for
shares of the Trust in the form approved by the Trustees of the Trust, with a
certificate of the Secretary of the Trust as to such approval; and certificates
as to any change in any officer, director, or authorized person of the Trust.
6. Share Certificates. Unless and until the Trustees of a Trust resolve
that all of the Trust's shares of beneficial interest, or all of the shares of a
particular series or class of such shares, shall be issued in uncertificated
form, CFS shall maintain a sufficient supply of blank share certificates
representing such shares, in the form approved from time to time by the Trustees
of the Trust. Such blank share certificates shall be properly signed, manually
or by facsimile signature, by the duly authorized officers of the Trust, and
shall bear the seal or facsimile thereof of the Trust; and notwithstanding the
death, resignation or removal of any officer of the Trust authorized to sign
such share certificates, CFS may continue to countersign certificates which bear
the manual or facsimile signature of such officer until otherwise directed by
the Trust.
7. Lost or Destroyed Certificates. In case of the alleged loss or
destruction of any share certificate, no new certificate shall be issued in lieu
thereof, unless there shall first be furnished to CFS an affidavit of loss or
non-receipt by the holder of shares with respect to which a certificate has been
lost or destroyed, supported by an appropriate bond paid for by the shareholder
which is satisfactory to CFS and issued by a surety company satisfactory to CFS.
CFS shall place and maintain stop transfer instructions on all lost certificates
as to which it receives notice.
8. Purchases; Receipt of Funds for Investment. CFS will maintain one or
more accounts with BankBoston, N.A. ("Bank"), in the name, or for the benefit,
of each Trust into which it will deposit funds payable to CFS or SteinRoe
Services, Inc. as agent for, or otherwise identified as being for the account
of, the Trust, prior to crediting such funds to the respective accounts of the
Trust and the Distributor.
Thereafter, CFS will determine the amount of any such funds due the Trust
(equal to the number of Trust shares sold by the Trust computed pursuant to
paragraph 9 hereof, multiplied by the net asset value of Trust shares next
determined after receipt of such purchase order) and the amount of funds due the
Distributor (equal to the sales charge applicable to such sale, computed
pursuant to the Prospectus), respectively, deposit the portion due the
Distributor in its account with such bank as may from time to time be designated
by the Distributor ("Distributor's Account"), deposit the net amount due the
Trust in its account with the financial institution from time to time selected
by the Trust as custodian of the Trust ("Custodian"), and notify the Distributor
and Custodian, respectively (such notification to the Distributor to include the
amount of such sales charge to be remitted by the Distributor to the dealer
participating in the sale), of such deposits, such notification to be given as
soon as practicable on the next business day stating the total amount deposited
to said accounts during the previous business day.
9. Shareholder Accounts. Upon receipt of any funds referred to in
paragraph 8, CFS will compute the number of shares purchased by the shareholder
according to the appropriate offering price of Trust shares determined in
accordance with applicable federal laws and regulations and as described in the
Prospectus of the Trust, and:
(a) In the case of a new shareholder, open and maintain an open
account for such shareholder in the name or names set forth in the
subscription application form;
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(b) Unless the Trustees of the Trust have resolved that all of the
Trust's shares of beneficial interest, or all of the shares of a
particular series or class, shall be issued in uncertificated form, and if
specifically requested in writing by the shareholder, countersign, issue
and mail, by first class mail, to the shareholder at his or her address, a
share certificate for full shares purchased;
(c) Send to the shareholder a confirmation indicating the amount of
full and fractional shares purchased (in the case of fractional shares,
rounded to three decimal places) and the price per share;
(d) In the case of a request to establish a plan or program being
offered by the Trust's Prospectus, open and maintain such plan or program
for the shareholder in accordance with the terms thereof; and
(e) Perform such other services and initiate and maintain such other
books and records as are customarily undertaken by transfer agents in
maintaining shareholder accounts for registered investment company
investors;
all subject to requirements set forth in the Fund's Prospectus with respect to
rejection of orders.
For closed accounts, CFS will maintain account records through June of the
calendar year following the year in which the account is closed.
10. Unpaid Checks; Accounts Assigned for Collection. If any check or other
order for payment of money on the account of any shareholder or new investor is
returned unpaid for any reason, CFS will:
(a) Give prompt notification to the Distributor of such non-payment;
and
(b) Take such other steps, including imposition of a reasonable
processing or handling fee, as CFS may, in CFS's discretion, deem
appropriate, or as the Trust or the Distributor may instruct CFS, provided
that any authorization to pay such order notwithstanding insufficient
shareholder account funds, is expressly on the condition that the Trust or
Distributor, as the case may be, shall indemnify CFS and payor bank in
respect of such payment.
11. Dividends and Distributions. Each Trust will promptly notify CFS of
the declaration of any dividend or distribution with respect to Trust shares,
the amount of such dividend or distribution, the date each such dividend or
distribution shall be paid, and the record date for determination of
shareholders entitled to receive such dividend or distribution. As dividend
disbursing agent, CFS will, on or about the payment date of any such dividend or
distribution, notify the Custodian of the estimated amount of cash required to
pay such dividend or distribution, and the Trust agrees that on or before the
mailing date of such dividend or distribution it will instruct the Custodian to
make available to CFS sufficient funds in the dividend and distribution account
maintained by CFS with the Bank. As dividend disbursing agent, CFS will prepare
and distribute to shareholders any funds to which they are entitled by reason of
any dividend or distribution and, in the case of shareholders entitled to
receive additional shares by reason of any such dividend or distribution, CFS
will make appropriate credits to their accounts and cause to be prepared and
mailed to shareholders confirmation statements and, of such additional shares.
CFS will maintain all records necessary to reflect the crediting of dividends
and distributions which are reinvested in shares of the Trust.
12. Redemptions. As agent for each Trust, CFS will receive and process, in
accordance with the Trust's Prospectus, share certificates and requests for
redemption of shares, as follows:
(a) If such certificate or request complies with standards for
redemption, CFS will notify the
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Custodian of the actual amount of cash required to pay redemptions, and
the Trust hereby instructs the Custodian to make available to CFS
sufficient funds in the redemption account maintained by CFS with the
Bank. CFS will deposit any contingent deferred sales charge ("CDSC") due
the Distributor in accordance with the Trust's Prospectus, in the
Distributor's Account and pay to the shareholder from funds deposited from
time to time in the redemption account maintained by CFS with the Bank,
the appropriate redemption price as set forth in the Trust's Prospectus;
(b) If such certificate or request does not comply with the
standards for redemption, CFS will promptly notify the shareholder and
shall effect the redemption at the price in effect at the time of receipt
of documents complying with the standard; and
(c) CFS shall notify the Trust and the Distributor as soon as
practicable on each business day of the total number of Trust shares and
funds covered by requests for redemption which were received by CFS in
proper form on the previous business day, and shall notify the Distributor
of deposits to its account with respect to any CDSC.
13. Transfer and Exchanges. CFS will receive and process transfers of
shares of each Trust and exchanges between the Trust and other investments as,
and to the extent, permitted in the Prospectus of the Trust. If shares to be
transferred are represented by outstanding certificates, CFS will, upon
surrender to it of the certificates in proper form for transfer, credit the same
to the transferee on its books. If shares are to be exchanged , CFS will process
such exchange in the same manner as a redemption and sale of shares, in
accordance with the Trust's Prospectus.
14. Systematic Withdrawal Plans. CFS will administer systematic withdrawal
plans pursuant to the provisions of withdrawal orders duly executed by
shareholders and each Trust's Prospectus. Prior to the payment date, CFS will
withdraw from a shareholder's account and present for redemption as many shares
as shall be sufficient to make such withdrawal payment pursuant to the
provisions of the shareholder's withdrawal plan and the Prospectus.
15. Letters of Intent and Other Plans. CFS will process such letters of
intent for investing in shares as are provided for in the Prospectus, and CFS
will act as escrow agent pursuant to the terms of such letters of intent duly
executed by shareholders. CFS will make appropriate deposits for the adjustment
of sales charges as therein provided and will currently report the same to the
Distributor, it being understood, however, that computations of any adjustment
of sales charge shall be the responsibility of the Distributor or the Trust. CFS
will process such accumulation plans, group programs and other plans or programs
for investing in shares as are provided for the Prospectus.
16. Tax Returns and Reports. CFS will prepare and file tax returns and
reports with the Internal Revenue Service and any other federal, state or local
governmental agency which may require such filings, including state abandoned
property laws, and conduct appropriate communications relating thereto, and, if
required, mail to shareholders such forms for reporting dividends and
distributions paid by the Trust as are required by applicable laws, rules and
regulations, and CFS will withhold such sums as are required to be withheld
under applicable Federal and state income tax laws, rules and regulations. CFS
will also make reasonable attempt to obtain such tax withholding information
from shareholders as is required to be obtained on behalf of the Trust under
applicable federal or state laws.
17. Record Keeping. CFS will maintain records, which at all times will be
the property of the relevant Trust and available for inspection by the Trust and
Distributor, showing for each shareholder's account the following information:
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(a) Name, address, and United States taxpayer identification or
Social Security number, if provided (or amounts withheld with respect to
dividends and distributions on shares if a taxpayer identification or
Social Security number is not provided);
(b) Number of shares held for which certificates have not been
issued and for which certificates have been issued;
(c) Historical information regarding the account of each
shareholder, including dividends and distributions paid, if any, and the
date and price for transactions on a shareholder's account;
(d) Any stop or restraining order placed against a shareholder's
account;
(e) Information with respect to withholdings of taxes as required
under applicable Federal and state laws and regulations;
(f) Any capital gain or dividend reinvestment order and plan
application relating to the current maintenance of a shareholder's
account; and
(g) Any instructions as to letters of intent, record addresses and
any correspondence or instructions relating to the current maintenance of
a shareholder's account.
CFS shall maintain at its expense those records necessary to carry out its
duties under this Agreement; remaining records will be preserved at the relevant
Trust's expense for the periods prescribed by law. In addition, CFS shall
maintain at its expense for periods prescribed by law all records which a Trust
or CFS is required to keep and maintain pursuant to any applicable statute, rule
or regulation, including without limitation Rule 31(a)-1 under the Investment
Company Act of 1940, relating to the maintenance of records in connection with
the services to be provided hereunder.
At the end of the period in which records must be retained by law, such
records and documents will either be provided to the relevant Trust or destroyed
in accordance with prior written authorization from the Trust.
18. Retirement Plan Services. CFS shall provide sub-accounting services
for retirement plan shareholders representing group relationships with special
recordkeeping needs.
19. Other Information Furnished. CFS will furnish to each Trust and the
Distributor such other information, including shareholder lists and statistical
information, as may be agreed upon from time to time between CFS, the
Distributor or the Trust. CFS shall notify the Trust of any request or demand to
inspect the share records of the Trust, and will not permit or refuse such
inspection until receipt of written instructions from the Trust as to such
permission or refusal unless required by law.
CFS shall provide to the relevant Trust any results of studies and
evaluations of systems of internal accounting controls performed for the purpose
of meeting the requirements of Regulation 240.17Ad-13(a) of the Securities
Exchange Act of 1934.
20. Shareholder Inquiries. CFS will respond promptly to written
correspondence from shareholders, registered representatives of broker-dealers
engaged in selling Trust shares, the Trust and the Distributor relating to its
duties hereunder. CFS also will respond to telephone inquiries from shareholders
with respect to existing accounts.
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21. Communications to Shareholders and Meetings. CFS will determine all
shareholders entitled to receive, and will cause to be addressed and mailed, all
communications by the relevant Trust to its shareholders, including quarterly
and annual statements or reports, tender offer materials, proxy material for
meetings, and periodic communications. CFS will cause to be received, examined
and tabulated return proxy cards for meetings of shareholders and certify the
vote to the Trust.
22. Insurance. CFS will not reduce or allow to lapse any of its insurance
coverage from time to time in effect, including but not limited to, errors and
omissions, fidelity bond and electronic data processing coverage, without the
prior written consent of the relevant Trust. Attached as Schedule D to this
Agreement is a list of the insurance coverage which CFS has in effect as of the
date of execution of this Agreement.
23. Duty of Care and Indemnification. CFS will at all times use reasonable
care, due diligence and act in good faith in performing its duties hereunder.
CFS will not be liable or responsible for delays or errors by reason of
circumstances beyond its control, including without limitation acts of civil or
military authority, national or state emergencies, labor difficulties, fire,
mechanical breakdown, flood or catastrophe, acts of God, insurrection, war,
riots or failure of transportation, communication or power supply.
CFS may rely on certifications of those individuals designated as
authorized persons to give instructions to CFS as to proceedings or facts in
connection with any action taken by the shareholders of a Trust or Trustees of a
Trust, and upon instructions not inconsistent with this Agreement from
individuals who have been so authorized. Upon receiving authorization from an
individual designated as an authorized person to give instructions to CFS, CFS
may apply to counsel for the relevant Trust, or counsel for CMA, at the Trust's
expense, for advice. With respect to any action reasonably taken on the basis of
such certifications or instructions or in accordance with the advice of counsel
of the Trust, or counsel for CMA, the Trust will indemnify and hold harmless CFS
from any and all losses, claims, damages, liabilities and expenses (including
reasonable counsel fees and expenses).
Each Trust will indemnify CFS against and hold CFS harmless from any and
all losses, claims, damages, liabilities and expenses (including reasonable
counsel fees and expenses) in respect of any claim, demand, action or suit not
resulting from CFS's bad faith, negligence, lack of due diligence or willful
misconduct and arising out of, or in connection with its duties under this
Agreement.
CFS shall indemnify each Trust against and hold each Trust harmless from
any and all losses, claims, damages, liabilities and expenses (including
reasonable counsel fees and expenses) in respect to any claim, demand, action or
suit resulting from CFS's bad faith, negligence, lack of due diligence or
willful misconduct, and arising out of, or in connection with, its duties under
this Agreement. For purposes of this Transfer Agent Agreement, "lack of due
diligence" shall mean the processing by CFS of a Trust share transaction in
accordance with a practice that is not substantially in compliance with (1) a
transaction processing practice approved by the Trust's Trustees, (2) insurance
coverages, or (3) generally accepted industry practices of mutual fund agents.
CFS shall also be indemnified and held harmless by each Trust against any
loss, claim, damage, liability and expenses (including reasonable counsel fees
and expenses) by reason of any act done by it in good faith with due diligence
and in reasonable reliance upon any instrument or certificate for shares
reasonably believed by it (a) to be genuine and (b) to be signed, countersigned
or executed by any person or persons authorized to sign, countersign, or execute
such instrument or certificate.
In addition, each Trust will indemnify and hold CFS harmless against any
loss, claim, damage, liability and expense (including reasonable counsel fees
and expenses) in respect of any claim, demand, action or suit as a result of the
negligence of the the Trust or CMA as a result of CFS's acting upon any
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instructions reasonably believed by CFS to have been executed or orally
communicated by a duly authorized officer or employee of the Trust or CMA as a
result of acting in reliance upon written or oral advice reasonably believed by
CFS to have been given by counsel for the Trust or CMA.
In any case in which a party to this Agreement may be asked to indemnify
or hold harmless the other party hereto, the party seeking indemnification shall
advise the other party of all pertinent facts concerning the situation giving
rise to the claim or potential claim for indemnification, and each party shall
use reasonable care to identify and notify the other promptly concerning any
situation which presents or appears likely to present a claim for
indemnification. Prior to admitting to or agreeing to settle any claim subject
to this Section, each party shall give the other reasonable opportunity to
defend against said claim in either party's name.
24. Termination and Amendment. This Agreement shall continue in effect
until May 30, 1999, and will automatically be renewed for successive one year
terms thereafter unless terminated, effective as of the expiration of the then
current term, by not less than one hundred eighty (180) days written notice
prior to any renewal date. Upon termination hereof, the relevant Trust shall pay
CFS such compensation as may be due to CFS as of the date of such termination
for services rendered and expenses incurred, as described in Schedule A. This
Agreement may be modified or amended from time to time by mutual agreement
between the Trusts and CFS.
25. Successors. In the event that in connection with termination of this
Agreement a successor to any of CFS's duties or responsibilities hereunder is
designated by a Trust by written notice to CFS, CFS shall promptly, at the
expense of the Trust, transfer to such successor, a certificate list of the
shareholders of the Trust (with name, address and taxpayer identification or
Social Security number), a historical record of the account of each shareholder
and the status thereof, all other relevant books, records, correspondence and
other data established or maintained by CFS under this Agreement in machine
readable form and will cooperate in the transfer of such duties and
responsibilities, and in the establishment of books, records and other data by
such successor. CFS shall be entitled to reimbursement of its reasonable
out-of-pocket expenses in respect of assistance provided in accordance with the
preceding sentence.
26. Miscellaneous. This Agreement shall be construed in accordance with
and governed by the laws of The Commonwealth of Massachusetts.
27. Liability. It is understood and expressly stipulated that neither the
shareholders of a Trust nor the members of the Board of a Trust shall be
personally liable hereunder. The obligations of a Trust are not personally
binding upon, nor shall resort be had to the private property of, any of the
members of the Board of the Trust, nor of the shareholders, officers, employees
or agents of the Trust, but only the Trust's property shall be bound. A copy of
each Trust's Agreement and Declaration of Trust and of each amendment thereto
has been filed by the Trust with the Secretary of State of The Commonwealth of
Massachusetts and with the Clerk of the City of Boston, as well as any other
governmental office where such filing may from time to time be required.
The captions in this Agreement are included for convenience of reference
only and in no way define or limit any of the provisions of this Agreement or
otherwise affect their construction or effect. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original, but all of which taken together shall constitute one and the same
instrument.
CFS shall keep confidential all records and information provided to CFS by
a Trust, and prior, present or prospective shareholders of the Trust, except to
the extent disclosures are required by this Agreement, by the Trust's
registration statement, or by a reasonable request or a valid subpoena or
warrant
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issued by a court, state or federal agency or other governmental authority.
Neither CFS nor a Trust may use each other's name in any written material
without written consent of such other party, provided, however, that such
consent shall not unreasonably withheld. CFS and the Trusts hereby consent to
all uses of their respective names which refer in accurate terms to appointment
and duties under this Agreement or which are required by any governmental or
regulatory authority including required filings. The Trusts and CMA consent to
use of their respective names and logos by CFS for shareholder correspondence
and statements.
This Agreement shall be binding upon and shall inure to the benefit of the
Trusts and CFS and their respective successors and assigns. Neither the Trusts
nor CFS shall assign this Agreement nor their rights and obligations under this
Agreement without the express written consent of the other party.
This Agreement may be amended only in writing by mutual agreement of the
parties.
Any notice and other instrument in writing authorized or required by this
Agreement be given to a Trust or CFS shall be sufficiently given if addressed to
that party and mailed or delivered to it as its office set for the below or at
such other place as it may from time to time designate in writing.
The Trusts:
Columbia Institutional Floating Rate Income Fund
Columbia Floating Rate Fund
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: Secretary
CFS:
Columbia Funds Services, Inc.
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: Secretary
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and sealed as of the date first above written.
COLUMBIA FLOATING RATE FUND
COLUMBIA INSTITUTIONAL FLOATING RATE INCOME FUND
By:
----------------------------------------
Name:
Title:
COLUMBIA FUNDS SERVICES, INC.
By:
----------------------------------------
Name:
Title:
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SCHEDULE A
Each 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 $34.00 per annum; PLUS
2. The Trust's Allocated Share of CFS Reimbursable Out-of-Pocket Expenses.
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 the Trust and interest (net of bank
charges) earned with respect to balances in the accounts referred to in
paragraph 2 of the Agreement.
All determinations hereunder shall be in accordance with generally
accepted accounting principles and subject to audit by the Trusts' independent
accountants.
Definitions
"Allocated Share" for any month means that percentage of CFS
Reimbursable Out-of-Pocket Expenses which would be allocated to a
Trust for such month in accordance with the methodology described in
Exhibit 1 hereto.
"CFS Reimbursable Out-of-Pocket Expenses" means (i) out-of-pocket
expenses incurred on behalf of theTrusts by CFS for stationery,
forms, postage and similar items, (ii) networking account fees paid
to dealer firms by CFS on shareholder accounts established or
maintained pursuant to the National Securities Clearing
Corporation's networking system, which fees are approved by the
Trustees from time to time and (iii) fees paid by CFS or its
affiliates to third-party dealer firms or transfer agents that
maintain omnibus accounts with a Trust in respect of expenses
similar to those referred to in clause (i) above, to the extent the
Trustees have approved the reimbursement by the Trust of such fees.
"Distributor Fees" means the amount due CFS pursuant to any
agreement with the Trusts' principal underwriter for processing,
accounting and reporting services in connection with the sale of
shares of theTrsuts.
"Open Accounts" is any account on the books of CFS representing
record ownership of shares of the Trusts 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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EXHIBIT 1
METHODOLOGY OF ALLOCATING CFS
REIMBURSABLE OUT-OF-POCKET EXPENSES
1. CFS Reimbursable Out-of-Pocket Expenses are allocated to the Trusts as
follows:
A. Identifiable Based on actual services performed and
invoiced to a Trust.
B. Unidentifiable Allocation will be based on three evenly
weighted factors.
- number of shareholder accounts
- number of transactions
- average assets
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