AMENDED AND RESTATED
ACCOUNTING AND BOOKKEEPING AGREEMENT
This Agreement is made this 1st day of November, 2003, by and between
Columbia Floating Rate Fund, a Massachusetts business trust (hereinafter
referred to as the "Fund"), and Columbia Management Advisors, Inc. ("Columbia
Management"), an Oregon corporation.
1. Appointment. The Fund hereby appoints Columbia Management to act as its
agent to perform the services described herein with respect to the Fund.
Columbia Management hereby accepts appointment as the Fund's agent and agrees to
perform the services described herein.
2. Accounting.
(a) Pricing. Columbia Management shall value all securities and other
assets of the Fund, and compute the net asset value per share of the
Fund, 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 the Fund, and pursuant to
such other written procedures or instructions furnished to Columbia
Management by the Fund. To the extent procedures or instructions used
to value securities or other assets of the Fund under this Agreement
are at any time inconsistent with any applicable law or regulation,
the Fund shall provide Columbia Management with written instructions
for valuing such securities or assets in a manner which the Fund
represents to be consistent with applicable law and regulation.
(b) Net Income. Columbia Management shall calculate with such frequency as
the Fund shall direct, the net income of the Fund for dividend
purposes and on a per share basis. Such calculation shall be at such
times and dates and in such manner as the Fund 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 Fund is or will be actually
paid, but will accrue such dividend and interest unless otherwise
instructed by the Fund.
(c) Capital Gains and Losses. Columbia Management shall calculate gains or
losses of the Fund from the sale or other disposition of assets as the
Fund shall direct.
(d) Yields. At the request of the Fund, Columbia Management shall compute
yield for the Fund for such periods and using such formula as shall be
instructed by the Fund.
(e) Communication of Information. Columbia Management shall provide the
Fund, the Fund's transfer agent and such other parties as directed by
the Fund with the net asset value per share, the net income per share
and yields for the Fund at such time and in such manner and format and
with such frequency as the parties mutually agree.
(f) Information Furnished by the Fund. The Fund 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 the Fund.
The Fund 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 Fund if the same are not available to Columbia Management from a
pricing or similar service designated by the Fund 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 Fund.
3. Recordkeeping.
(a) Columbia Management shall, as agent for the Fund, maintain and keep
current and preserve the general ledger and other accounts, books, and
financial records of the Fund 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 the Fund is required to maintain and preserve
in accordance with the Rules shall be and remain the property of the
Fund and shall be surrendered to the Fund 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 the Fund for reasonable audit,
use and inspection by the Fund, its agents and any regulatory agency
having authority over the Fund.
4. Instructions, Opinion of Counsel, and Signatures.
(a) At any time Columbia Management may apply to a duly authorized agent
of the Fund for instructions regarding the Fund, and may consult
counsel for the Fund 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 Fund 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 Fund, until receipt of written notice thereof
from the Fund.
(b) Columbia Management may receive and accept a certified copy of a vote
of the Board of Trustees of the Fund 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 Fund as
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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. The Fund will pay Columbia Management a monthly fee
consisting of a Flat Fee plus an Asset-Based Fee, as follows:
(a) "Flat Fee." An annual fee of $5,000, paid monthly; plus
(b) "Asset-Based Fee." For any month that the Fund has average net assets
of more than $50 million in any particular month, a monthly fee equal
to the average net assets of the Fund 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 Asset-Based Fee Rate.] The
Fund also shall reimburse Columbia Management for any and all out-of-pocket
expenses and charges, including fees payable to third parties for pricing the
Fund's portfolio securities, in performing services under this Agreement.
6. Confidentiality of Records. Columbia Management agrees not to disclose any
information received from the Fund 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 Fund all records in the
possession and control of Columbia Management related to the Fund'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 the Fund.
7. Liability and Indemnification.
(a) Columbia Management shall not be liable to the Fund for any action
taken or thing done by it or its employees or agents on behalf of the
Fund 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) The Fund 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 Fund, or as a result of acting upon
instructions believed by it to have been executed by a duly authorized
agent of the Fund or as a result of acting upon information provided
by the Fund in form and under policies agreed to by Columbia
Management and the Fund, provided that: (i) this indemnification shall
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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
(ii) Columbia Management shall give the Fund 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 the Fund from
and against any and all claims, demands, expenses and liabilities
which the Fund 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 the Fund or its other agents
or contractors and (ii) the Fund shall give Columbia Management prompt
notice and reasonable opportunity to defend against any such claim or
action in its own name or in the name of the Fund.
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 the Fund 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 Fund 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 the Fund by
written notice to Columbia Management, Columbia Management shall promptly upon
such termination and at the expense of the Fund, 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 the Fund,
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 Fund.
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
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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 the Fund
and Columbia Management is ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
Attention: Secretary.
14. Non-Liability of Trustees and Shareholders. Any obligation of the Fund
hereunder shall be binding only upon the assets of the Fund, as provided in the
Agreement and Declaration of Fund of the Fund, and shall not be binding upon any
trustee, officer, employee, agent or shareholder of the Fund. Neither the
authorization of any action by the Trustees or the shareholders of the Fund, nor
the execution of this Agreement on behalf of the Fund 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.
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.
10. 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 FLOATING RATE FUND
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
Attest:
/s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Asst. Secretary
COLUMBIA MANAGEMENT ADVISORS, INC.
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
Executive Vice President and
Chief Operating Officer
Attest:
/s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Senior Counsel
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