EXHIBIT 99.5
COLUMBIA DAILY INCOME COMPANY
RESTATED INVESTMENT ADVISORY CONTRACT
This Restated Agreement is made the 20th day of April, 1993 between
COLUMBIA DAILY INCOME COMPANY, an Oregon corporation (the "Company"), and
COLUMBIA FUNDS MANAGEMENT COMPANY, an Oregon corporation having its principal
place of business in Portland, Oregon (the "Advisor").
A. The Company 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 Amended Investment
Advisory Contract dated March 11, 1981 relating to services to be performed by
the Advisor with respect to the Company (the "Amended Agreement"); and
C. The parties desire to restate the Amended Agreement to make
certain typographical corrections, including the change of the name 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 Company
with research, advice and supervision with respect to investment matters and
shall furnish continuously an investment program, determine what securities
shall be purchased or sold and what portion of the Company's assets shall be
held invested or uninvested, subject always to the provisions of the Company's
Articles of Incorporation and By-Laws and amendments thereto, which amendments
shall be furnished to the Advisor by the Company, 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 Company. The Advisor may take into consideration receipt of research and
statistical information and other services rendered to the Company in the
allocation of commissions from portfolio brokerage business.
2. ALLOCATION OF CHARGES AND EXPENSES. The Advisor shall pay or
reimburse the Company for payments made by it for all executive salaries and
executive expenses, office rent of the Company, marketing expenses and ordinary
office expenses (other than the expense of clerical services relating to the
administration of the Company). 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 Company other than those enumerated in this Restated
Agreement.
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The Company 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 Company shall
pay to the Advisor a fee based on the daily net assets and computed as follows:
at the annual rate of .5 of 1% of daily net assets up to
$500,000,000;
at the annual rate of .45 of 1% of daily net assets between
$500,000,001 and $1,000,000,000; and
at the annual rate of .4 of 1% of daily net assets in excess of
$1,000,000,000.
Each monthly payment shall be made promptly after the end of the month to which
it relates. If, pursuant to Article VII of the Articles of Incorporation, 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 sale of
portfolio securities for the account of the Company, neither the Advisor nor any
officer, director or employee of the Advisor shall act as principal. The
Advisor covenants that it and its employees will comply with the investment
restrictions of the Company's By-Laws 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 Company, it will act solely as
investment counsel for clients and not on behalf of the Company.
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
Company 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.
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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
outstanding voting securities of the Company or by its Directors and, in either
case, a vote of a majority of Directors, who are not parties to the contract 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 Company or by
vote of a majority of the outstanding voting securities of the Company, 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 Company of any change in the officers or
directors of the Advisor within a reasonable time after the change.
7. AMENDMENTS OF THIS AGREEMENT. No amendment of this Restated Agreement
shall be effective until approved by vote of a majority of the outstanding
voting securities of the Company.
IN WITNESS WHEREOF, the parties have caused this Restated Agreement to
be executed as of the day and year first written above.
COLUMBIA DAILY INCOME COMPANY
By _____________________________
▇▇▇▇ ▇. ▇▇▇▇, President
COLUMBIA FUNDS MANAGEMENT COMPANY
By _____________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
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