COLUMBIA GROWTH FUND, INC.
RESTATED INVESTMENT ADVISORY CONTRACT
This Restated Agreement is made the 20th day of April, 1993 between
COLUMBIA GROWTH 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 March 16, 1983 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 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 Fund's Articles of
Incorporation and Bylaws and amendments thereto, which amendments shall be
furnished to the Advisor by the Fund, and the Act. 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 required to pay any expenses of the Fund
other than those enumerated in this Restated Agreement.
1
The Fund will assume all other costs, including the cost of its
custodian, legal, auditing and accounting expenses, 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 Company'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 based on the daily net assets and computed as follows:
at the annual rate of .75 of 1% of daily net assets up to
$200,000,000;
at the annual rate of .625 of 1% of daily net assets between
$200,000,000 and $500,000,000; and
at the annual rate of .5 of 1% of daily net assets in excess of
$500,000,000.
Each monthly payment shall be made promptly after the end of the month to which
it relates. If the asset value is not required to be determined on any
particular business day, then for the purposes of this paragraph 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 the investment
restrictions of the Fund's Bylaws applicable to them. It is understood that
if an occasion should arise in which the Advisor 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 OF 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 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 if approved annually by a vote of a majority of
the
2
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 persona 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.
This Restated Agreement shall automatically terminate in the event of
its assignment. 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.
The Advisor shall notify the Fund of any change in the officers or
directors of the Advisor within a reasonable time after the change.
7. AMENDMENTS OF THIS RESTATED AGREEMENT. No amendment of this
Restated Agreement shall be effective until approved by vote of a majority of
the outstanding voting securities of the Fund.
IN WITNESS WHEREOF the parties hereto have caused this agreement to
be executed as of the day and year first written above.
COLUMBIA GROWTH FUND, INC.
By __________________________________
▇▇▇▇ ▇. ▇▇▇▇, President
COLUMBIA FUNDS MANAGEMENT COMPANY
By ___________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
3
