EXHIBIT (D2)
AMENDMENT NO. 1
TO
COLUMBIA INTERNATIONAL STOCK FUND, INC.
INVESTMENT ADVISORY CONTRACT
This Amendment is entered as of July 30, 2003 between Columbia
International Stock Fund, Inc. (the "Fund") and Columbia Management Advisors,
Inc., an Oregon corporation (the "Adviser").
Background
1. On December 10, 1997 the Fund and Columbia Funds Management Company, a
predecessor of the Adviser, entered into an Investment Advisory Contract (the
"Agreement"). The parties wish to amend the Agreement to provide for a revised
fee structure.
Therefore, in consideration of the above, the Agreement is amended as
follows:
Agreement
1. The first sentence of Section 3 of the Agreement pertaining to
compensation of the Adviser shall be deleted. In its place the following shall
be inserted:
"For the services to be rendered, the facilities to be furnished, and
the payments to be made by the Adviser, as provided in Sections 1 and 2 hereof,
each calendar month the Fund shall pay to the Adviser a fee calculated at an
annual rate as a percentage of daily net assets that declines as net assets
increase as follows:
1.00% of the Fund's first $500 million of net assets;
0.95% of the next $500 million of net assets; and
0.90% of net assets in excess of $1 billion."
2. In all other respects, the Agreement shall remain in full force and
effect.
Dated: October 8, 2003
COLUMBIA INTERNATIONAL STOCK FUND, INC.
/s/
--------------------------------------------
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
COLUMBIA MANAGEMENT ADVISORS, INC.
/s/
--------------------------------------------
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chief Executive Officer