Exhibit (H)(2)
AMENDED AND RESTATED
ACCOUNTING AND BOOKKEEPING AGREEMENT
This Agreement is made the 1st day of November, 2003, by and between
COLUMBIA FUNDS TRUST VIII, COLUMBIA FUNDS TRUST IX and COLUMBIA FUNDS TRUST XI,
each a Massachusetts business trust (each hereinafter referred to as a "Trust"
and collectively as the "Trusts") and COLUMBIA MANAGEMENT ADVISORS, INC.
("Columbia Management"), an Oregon corporation.
1. Appointment. Each Trust hereby appoints Columbia Management to act as its
agent to perform the services described herein with respect to each series of
shares of the Trust (the "Series") identified in and beginning on the date
specified on Appendix I to this Agreement, as may be amended from time to time.
Columbia Management hereby accepts appointment as each Trust's agent and agrees
to perform the services described herein.
2. Accounting.
(a) Pricing. For each Series of each Trust, Columbia Management shall
value all securities and other assets of the Series, and compute the
net asset value per share of such Series, 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 such Series, and pursuant to such other written procedures or
instructions furnished to Columbia Management by the Trust. To the
extent procedures or instructions used to value securities or other
assets of a Series under this Agreement are at any time inconsistent
with any applicable law or regulation, the Trust shall provide
Columbia Management with written instructions for valuing such
securities or assets in a manner which the Trust represents to be
consistent with applicable law and regulation.
(b) Net Income. Columbia Management shall calculate with such frequency as
each Trust shall direct, the net income of each Series of the Trust
for dividend purposes and on a per share basis. Such calculation shall
be at such times and dates and in such manner as the Trust 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 Trust is
or will be actually paid, but will accrue such dividend and interest
unless otherwise instructed by the Trust.
(c) Capital Gains and Losses. Columbia Management shall calculate gains or
losses of each Series of each Trust from the sale or other disposition
of assets of that Series as the Trust shall direct.
(d) Yields. At the request of a Trust, Columbia Management shall compute
yields for each Series of the Trust for such periods and using such
formula as shall be instructed by the Trust.
(e) Communication of Information. Columbia Management shall provide each
Trust, the Trust's transfer agent and such other parties as directed
by the Trust with the net asset value per share, the net income per
share and yields for each Series of the Trust at such
time and in such manner and format and with such frequency as the
parties mutually agree.
(f) Information Furnished by the Trusts. Each Trust 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 each
Series of the Trust. Each Trust 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 Trust if the same are not available
to Columbia Management from a pricing or similar service designated by
the Trust 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 Trust.
3. Recordkeeping.
(a) Columbia Management shall, as agent for each Trust, maintain and keep
current and preserve the general ledger and other accounts, books, and
financial records of the Trust 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 each Trust is required to maintain and
preserve in accordance with the Rules shall be and remain the property
of the Trust and shall be surrendered to the Trust 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 a Trust for reasonable audit,
use and inspection by the Trust, its agents and any regulatory agency
having authority over the Trust.
4. Instructions, Opinion of Counsel, and Signatures.
(a) At any time Columbia Management may apply to a duly authorized agent
of a Trust for instructions regarding the Trust, and may consult
counsel for such Trust 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 Trust 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 Trust, until receipt of written notice thereof
from such Trust.
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(b) Columbia Management may receive and accept a certified copy of a vote
of the Board of Trustees of a Trust 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 Trust as 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. Each Trust will pay Columbia Management for each Series
(except for those Series marked with an (*) in Appendix I hereto, as described
in more detail below) a monthly fee consisting of a Flat Fee plus an Asset-Based
Fee, as follows:
(a) "Flat Fee." For each Series that is a stand-alone fund or a master
fund in a master/feeder structure, as identified as such on Schedule
A, an annual fee of $10,000, paid monthly. For each Series that is a
feeder fund in a master/feeder structure, as identified as such on
Schedule A, an annual fee of $5,000, paid monthly; plus
(b) "Asset-Based Fee." For each Series that is a stand-alone fund or a
feeder fund in a master/feeder structure, as identified as such on
Schedule A, that has average net assets of more than $50 million in
any particular month, a monthly fee equal to the average net assets of
the Series 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 fees above.] Each Trust also
shall reimburse Columbia Management for any and all out-of-pocket expenses and
charges, including fees payable to third parties for pricing a Series' portfolio
securities, in performing services under this Agreement.
Columbia Funds Trust XI, on behalf of each Series marked with an (*) in Appendix
I hereto, will pay Columbia 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
If any Series has more than 25% in non-domestic assets, it shall pay 150% of the
fees described above. Each Series also shall reimburse Columbia for any and all
out-of-pocket expenses and charges, including fees payable to third parties for
pricing the Series' portfolio securities, in performing services under this
Agreement.
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In addition to the above-referenced fees, each Fund marked with an (*) in
Appendix I hereto shall pay an additional fee of $10,000 per annum.
Notwithstanding the above, for each Fund marked with an (*) in Appendix I hereto
Columbia shall reduce fees payable to it by $500 per month.
6. Confidentiality of Records. Columbia Management agrees not to disclose any
information received from a Trust 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 relevant Trust all records in
the possession and control of Columbia Management related to such Trust'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 any Trust.
7. Liability and Indemnification.
(a) Columbia Management shall not be liable to any Trust for any action
taken or thing done by it or its employees or agents on behalf of the
Trust 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) Each Trust 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 Trust, or as a result of acting upon
instructions believed by it to have been executed by a duly authorized
agent of the Trust or as a result of acting upon information provided
by the Trust in form and under policies agreed to by Columbia
Management and the Trust, provided that: (i) to the extent such
claims, actions, suits, losses, costs, damages, or expenses relate
solely to one or more Series, such indemnification shall be only out
of the assets of that Series or group of Series; (ii) this
indemnification shall 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 (iii) Columbia Management shall give the Trust 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 each Trust from
and against any and all claims, demands, expenses and liabilities
which such Trust 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 such Trust or its other agents
or contractors and (ii) such Trust shall give Columbia Management
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prompt notice and reasonable opportunity to defend against any such
claim or action in its own name or in the name of such Trust.
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 one or more Trusts 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 relevant Trust
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 a Trust by
written notice to Columbia Management, Columbia Management shall promptly upon
such termination and at the expense of such Trust, 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 such Trust,
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 relevant Trust.
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 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 each Trust
and Columbia Management is ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
Attention: Secretary.
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14. Non-Liability of Trustees and Shareholders. Any obligation of a Trust
hereunder shall be binding only upon the assets of that Trust (or the applicable
Series thereof), as provided in the Agreement and Declaration of Trust of that
Trust, and shall not be binding upon any Trustee, officer, employee, agent or
shareholder of the Trust or upon any other Trust. Neither the authorization of
any action by the Trustees or the shareholders of the Trust, nor the execution
of this Agreement on behalf of a Trust 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. In connection with the discharge and satisfaction of any claim made
by Columbia Management against a Trust involving more than one Series, that
Trust shall have the exclusive right to determine the appropriate allocations of
liability for any such claim between or among the Series.
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 FUNDS TRUST VIII
COLUMBIA FUNDS TRUST IX
COLUMBIA FUNDS TRUST XI
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
Attest:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Assistant Secretary
Name:
Title:
COLUMBIA MANAGEMENT ADVISORS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
Executive Vice President and Chief
Operating Officer
Attest:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Assistant Secretary
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