EX-99 3 exh.txt 77Q1 Exhibits Amended Declaration of Trust incorporated herein by reference to Accession number 0000021847-03-000457 ADMINISTRATION AGREEMENT AGREEMENT dated as of November 1, 2003, between COLUMBIA FUNDS TRUST III, a Massachusetts business trust (the "Trust"), with respect to Columbia Intermediate Government Income Fund (the "Fund"), and COLUMBIA MANAGEMENT ADVISORS, INC., an Oregon corporation (the "Administrator"). In consideration of the promises and covenants herein, the parties agree as follows: 1. Subject to the general direction and control of the Board of Trustees of the Trust, the Administrator shall perform such administrative services as may from time to time be reasonably requested by the Trust, which shall include without limitation: (a) providing office space, equipment and clerical personnel necessary for maintaining the organization of the Fund and for performing the administrative functions herein set forth; (b) arranging, if desired by the Trust, for Directors, officers and employees of the Administrator to serve as Trustees, officers or agents of the Fund if duly elected or appointed to such positions and subject to their individual consent and to any limitations imposed by law; (c) preparing and, if applicable, filing all documents required for compliance by the Fund with applicable laws and regulations, including registration statements, registration fee filings, semi-annual and annual reports to shareholders, proxy statements and tax returns; (d) preparation of agendas and supporting documents for and minutes of meetings of Trustees, committees of Trustees and shareholders; (e) coordinating and overseeing the activities of the Fund's other third-party service providers; and (f) maintaining books and records of the Fund (exclusive of records required by Section 31(a) of the 1940 Act). Notwithstanding the foregoing, the Administrator shall not be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent or custodian of the Fund. 2. The Administrator shall be free to render similar services to others so long as its services hereunder are not impaired thereby. 3. The Fund shall pay the Administrator monthly a fee at the annual rate of 0.0670% of the average daily net assets of the Fund. 4. This Agreement shall become effective as of the date of its execution, and may be terminated without penalty by the Board of Trustees of the Trust or by the Administrator, in each case on sixty days' written notice to the other party. 5. This Agreement may be amended only by a writing signed by both parties. 6. In the absence of willful misfeasance, bad faith or gross negligence on the part of the Administrator, or reckless disregard of its obligations and duties hereunder, the Administrator shall not be subject to any liability to the Trust or Fund, to any shareholder of the Trust or the Fund or to any other person, firm or organization, for any act or omission in the course of, or connected with, rendering services hereunder. COLUMBIA FUNDS TRUST III on behalf of Columbia Intermediate Government Income Fund By: /s/ Joseph R. Palombo Joseph R. Palombo President COLUMBIA MANAGEMENT ADVISORS, INC. By: /s/ Joseph R. Palombo Joseph R. Palombo Executive Vice President and Chief Operating Officer A copy of the document establishing the Trust is filed with the Secretary of The Commonwealth of Massachusetts. This Agreement is executed by officers not as individuals and is not binding upon any of the Trustees, officers or shareholders of the Trust individually but only upon the assets of the Fund. ADMINISTRATION AGREEMENT AGREEMENT dated as of November 1, 2003, between COLUMBIA FUNDS TRUST III, a Massachusetts business trust (the "Trust"), with respect to Columbia Quality Plus Bond Fund (the "Fund"), and COLUMBIA MANAGEMENT ADVISORS, INC., an Oregon corporation (the "Administrator"). In consideration of the promises and covenants herein, the parties agree as follows: 1. Subject to the general direction and control of the Board of Trustees of the Trust, the Administrator shall perform such administrative services as may from time to time be reasonably requested by the Trust, which shall include without limitation: (a) providing office space, equipment and clerical personnel necessary for maintaining the organization of the Fund and for performing the administrative functions herein set forth; (b) arranging, if desired by the Trust, for Directors, officers and employees of the Administrator to serve as Trustees, officers or agents of the Fund if duly elected or appointed to such positions and subject to their individual consent and to any limitations imposed by law; (c) preparing and, if applicable, filing all documents required for compliance by the Fund with applicable laws and regulations, including registration statements, registration fee filings, semi-annual and annual reports to shareholders, proxy statements and tax returns; (d) preparation of agendas and supporting documents for and minutes of meetings of Trustees, committees of Trustees and shareholders; (e) coordinating and overseeing the activities of the Fund's other third-party service providers; and (f) maintaining books and records of the Fund (exclusive of records required by Section 31(a) of the 1940 Act). Notwithstanding the foregoing, the Administrator shall not be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent or custodian of the Fund. 2. The Administrator shall be free to render similar services to others so long as its services hereunder are not impaired thereby. 3. The Fund shall pay the Administrator monthly a fee at the annual rate of 0.0670% of the average daily net assets of the Fund. 4. This Agreement shall become effective as of the date of its execution, and may be terminated without penalty by the Board of Trustees of the Trust or by the Administrator, in each case on sixty days' written notice to the other party. 5. This Agreement may be amended only by a writing signed by both parties. 6. In the absence of willful misfeasance, bad faith or gross negligence on the part of the Administrator, or reckless disregard of its obligations and duties hereunder, the Administrator shall not be subject to any liability to the Trust or Fund, to any shareholder of the Trust or the Fund or to any other person, firm or organization, for any act or omission in the course of, or connected with, rendering services hereunder. COLUMBIA FUNDS TRUST III on behalf of Columbia Quality Plus Bond Fund By: /s/ Joseph R. Palombo Joseph R. Palombo President COLUMBIA MANAGEMENT ADVISORS, INC. By: /s/ Joseph R. Palombo Joseph R. Palombo Executive Vice President and Chief Operating Officer A copy of the document establishing the Trust is filed with the Secretary of The Commonwealth of Massachusetts. This Agreement is executed by officers not as individuals and is not binding upon any of the Trustees, officers or shareholders of the Trust individually but only upon the assets of the Fund. ADMINISTRATION AGREEMENT AGREEMENT dated as of November 1, 2003, between COLUMBIA FUNDS TRUST III, a Massachusetts business trust (the "Trust"), with respect to Columbia Corporate Bond Fund (the "Fund"), and COLUMBIA MANAGEMENT ADVISORS, INC., an Oregon corporation (the "Administrator"). In consideration of the promises and covenants herein, the parties agree as follows: 1. Subject to the general direction and control of the Board of Trustees of the Trust, the Administrator shall perform such administrative services as may from time to time be reasonably requested by the Trust, which shall include without limitation: (a) providing office space, equipment and clerical personnel necessary for maintaining the organization of the Fund and for performing the administrative functions herein set forth; (b) arranging, if desired by the Trust, for Directors, officers and employees of the Administrator to serve as Trustees, officers or agents of the Fund if duly elected or appointed to such positions and subject to their individual consent and to any limitations imposed by law; (c) preparing and, if applicable, filing all documents required for compliance by the Fund with applicable laws and regulations, including registration statements, registration fee filings, semi-annual and annual reports to shareholders, proxy statements and tax returns; (d) preparation of agendas and supporting documents for and minutes of meetings of Trustees, committees of Trustees and shareholders; (e) coordinating and overseeing the activities of the Fund's other third-party service providers; and (f) maintaining books and records of the Fund (exclusive of records required by Section 31(a) of the 1940 Act). Notwithstanding the foregoing, the Administrator shall not be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent or custodian of the Fund. 2. The Administrator shall be free to render similar services to others so long as its services hereunder are not impaired thereby. 3. The Fund shall pay the Administrator monthly a fee at the annual rate of 0.0670% of the average daily net assets of the Fund. 4. This Agreement shall become effective as of the date of its execution, and may be terminated without penalty by the Board of Trustees of the Trust or by the Administrator, in each case on sixty days' written notice to the other party. 5. This Agreement may be amended only by a writing signed by both parties. 6. In the absence of willful misfeasance, bad faith or gross negligence on the part of the Administrator, or reckless disregard of its obligations and duties hereunder, the Administrator shall not be subject to any liability to the Trust or Fund, to any shareholder of the Trust or the Fund or to any other person, firm or organization, for any act or omission in the course of, or connected with, rendering services hereunder. COLUMBIA FUNDS TRUST III on behalf of Columbia Corporate Bond Fund By: /s/ Joseph R. Palombo Joseph R. Palombo President COLUMBIA MANAGEMENT ADVISORS, INC. By: /s/ Joseph R. Palombo Joseph R. Palombo Executive Vice President and Chief Operating Officer A copy of the document establishing the Trust is filed with the Secretary of The Commonwealth of Massachusetts. This Agreement is executed by officers not as individuals and is not binding upon any of the Trustees, officers or shareholders of the Trust individually but only upon the assets of the Fund. COLUMBIA CORPORATE BOND FUND MANAGEMENT AGREEMENT AGREEMENT dated as of November 1, 2003, between COLUMBIA FUNDS TRUST III, a Massachusetts business trust ("Trust"), with respect to COLUMBIA CORPORATE BOND FUND ("Fund"), and COLUMBIA MANAGEMENT ADVISORS, INC., an Oregon corporation ("Advisor"). In consideration of the promises and covenants herein, the parties agree as follows: 1. The Advisor will manage the investment of the assets of the Fund in accordance with its prospectus and statement of additional information and will perform the other services herein set forth, subject to the supervision of the Board of Trustees of the Trust. The Advisor may delegate its investment responsibilities to a sub-advisor. 2. In carrying out its investment management obligations, the Advisor shall: (a) evaluate such economic, statistical and financial information and undertake such investment research as it shall believe advisable; (b) purchase and sell securities and other investments for the Fund in accordance with the procedures described in its prospectus and statement of additional information; and (c) report results to the Board of Trustees of the Trust. 3. The Advisor shall be free to render similar services to others so long as its services hereunder are not impaired thereby. 4. The Fund shall pay the Advisor monthly a fee at the annual rate of 0.55% of the first $500 million of the average daily net assets of the Fund, 0.50% of the next $500 million, 0.45% of the next $500 million, 0.40% of the next $500 million and 0.35% in excess of $2 billion. 5. The Advisor may waive its compensation (and bear expenses of the Fund) to the extent that expenses of the Fund exceed any expense limitation the Advisor declares to be effective. 6. This Agreement shall become effective as of the date of its execution, and (a) unless otherwise terminated, shall continue until October 31, 2004 and from year to year thereafter so long as approved annually in accordance with the 1940 Act; (b) may be terminated without penalty on sixty days' written notice to the Advisor either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding shares of the Fund; (c) shall automatically terminate in the event of its assignment; and (d) may be terminated without penalty by the Advisor on sixty days' written notice to the Trust. 7. This Agreement may be amended in accordance with the 1940 Act. 8. For the purpose of the Agreement, the terms "vote of a majority of the outstanding shares", "affiliated person" and "assignment" shall have their respective meanings defined in the 1940 Act and exemptions and interpretations issued by the Securities and Exchange Commission under the 1940 Act. 9. The Advisor shall maintain, keep current and preserve on behalf of the Fund, in the manner required by the 1940 Act, records identified by the Trust from time to time. Advisor agrees to make such records available upon request to the Trust and its auditors during regular business hours at the Advisor's offices. Advisor further agrees that such records are the property of the Trust and will be surrendered to the Trust promptly upon request. 10. In the absence of willful misfeasance, bad faith or gross negligence on the part of the Advisor, or reckless disregard of its obligations and duties hereunder, the Advisor shall not be subject to any liability to the Trust or the Fund, to any shareholder of the Trust or the Fund or to any other person, firm or organization, for any act or omission in the course of, or connected with, rendering services hereunder. COLUMBIA FUNDS TRUST III on behalf of COLUMBIA CORPORATE BOND FUND By: /s/ Joseph R. Palombo Joseph R. Palombo President COLUMBIA MANAGEMENT ADVISORS INC. By:/s/ Joseph R. Palombo Joseph R. Palombo Executive Vice President and Chief Operating Officer A copy of the document establishing the Trust is filed with the Secretary of The Commonwealth of Massachusetts. This Agreement is executed by officers not as individuals and is not binding upon any of the Trustees, officers or shareholders of the Trust individually but only upon the assets of the Fund. COLUMBIA INTERMEDIATE GOVERNMENT INCOME FUND MANAGEMENT AGREEMENT AGREEMENT dated as of November 1, 2003, between COLUMBIA FUNDS TRUST III, a Massachusetts business trust ("Trust"), with respect to COLUMBIA INTERMEDIATE GOVERNMENT INCOME FUND ("Fund"), and COLUMBIA MANAGEMENT ADVISORS, INC., an Oregon corporation ("Advisor"). In consideration of the promises and covenants herein, the parties agree as follows: 1. The Advisor will manage the investment of the assets of the Fund in accordance with its prospectus and statement of additional information and will perform the other services herein set forth, subject to the supervision of the Board of Trustees of the Trust. The Advisor may delegate its investment responsibilities to a sub-advisor. 2. In carrying out its investment management obligations, the Advisor shall: (a) evaluate such economic, statistical and financial information and undertake such investment research as it shall believe advisable; (b) purchase and sell securities and other investments for the Fund in accordance with the procedures described in its prospectus and statement of additional information; and (c) report results to the Board of Trustees of the Trust. 3. The Advisor shall be free to render similar services to others so long as its services hereunder are not impaired thereby. 4. The Fund shall pay the Advisor monthly a fee at the annual rate of 0.55% of the first $500 million of the average daily net assets of the Fund, 0.50% of the next $500 million, 0.45% of the next $500 million, 0.40% of the next $500 million and 0.35% in excess of $2 billion. 5. The Advisor may waive its compensation (and bear expenses of the Fund) to the extent that expenses of the Fund exceed any expense limitation the Advisor declares to be effective. 6. This Agreement shall become effective as of the date of its execution, and (a) unless otherwise terminated, shall continue until October 31, 2004 and from year to year thereafter so long as approved annually in accordance with the 1940 Act; (b) may be terminated without penalty on sixty days' written notice to the Advisor either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding shares of the Fund; (c) shall automatically terminate in the event of its assignment; and (d) may be terminated without penalty by the Advisor on sixty days' written notice to the Trust. 7. This Agreement may be amended in accordance with the 1940 Act. 8. For the purpose of the Agreement, the terms "vote of a majority of the outstanding shares", "affiliated person" and "assignment" shall have their respective meanings defined in the 1940 Act and exemptions and interpretations issued by the Securities and Exchange Commission under the 1940 Act. 9. The Advisor shall maintain, keep current and preserve on behalf of the Fund, in the manner required by the 1940 Act, records identified by the Trust from time to time. Advisor agrees to make such records available upon request to the Trust and its auditors during regular business hours at the Advisor's offices. Advisor further agrees that such records are the property of the Trust and will be surrendered to the Trust promptly upon request. 10. In the absence of willful misfeasance, bad faith or gross negligence on the part of the Advisor, or reckless disregard of its obligations and duties hereunder, the Advisor shall not be subject to any liability to the Trust or the Fund, to any shareholder of the Trust or the Fund or to any other person, firm or organization, for any act or omission in the course of, or connected with, rendering services hereunder. COLUMBIA FUNDS TRUST III on behalf of COLUMBIA INTERMEDIATE GOVERNMENT INCOME FUND By: /s/ Joseph R. Palombo Joseph R. Palombo President COLUMBIA MANAGEMENT ADVISORS INC. By:/s/ Joseph R. Palombo Joseph R. Palombo Executive Vice President and Chief Operating Officer A copy of the document establishing the Trust is filed with the Secretary of The Commonwealth of Massachusetts. This Agreement is executed by officers not as individuals and is not binding upon any of the Trustees, officers or shareholders of the Trust individually but only upon the assets of the Fund. COLUMBIA QUALITY PLUS BOND FUND MANAGEMENT AGREEMENT AGREEMENT dated as of November 1, 2003, between COLUMBIA FUNDS TRUST III, a Massachusetts business trust ("Trust"), with respect to COLUMBIA QUALITY PLUS BOND FUND ("Fund"), and COLUMBIA MANAGEMENT ADVISORS, INC., an Oregon corporation ("Advisor"). In consideration of the promises and covenants herein, the parties agree as follows: 1. The Advisor will manage the investment of the assets of the Fund in accordance with its prospectus and statement of additional information and will perform the other services herein set forth, subject to the supervision of the Board of Trustees of the Trust. The Advisor may delegate its investment responsibilities to a sub-advisor. 2. In carrying out its investment management obligations, the Advisor shall: (a) evaluate such economic, statistical and financial information and undertake such investment research as it shall believe advisable; (b) purchase and sell securities and other investments for the Fund in accordance with the procedures described in its prospectus and statement of additional information; and (c) report results to the Board of Trustees of the Trust. 3. The Advisor shall be free to render similar services to others so long as its services hereunder are not impaired thereby. 4. The Fund shall pay the Advisor monthly a fee at the annual rate of 0.55% of the first $500 million of the average daily net assets of the Fund, 0.50% of the next $500 million, 0.45% of the next $500 million, 0.40% of the next $500 million and 0.35% in excess of $2 billion. 5. The Advisor may waive its compensation (and bear expenses of the Fund) to the extent that expenses of the Fund exceed any expense limitation the Advisor declares to be effective. 6. This Agreement shall become effective as of the date of its execution, and (a) unless otherwise terminated, shall continue until October 31, 2004 and from year to year thereafter so long as approved annually in accordance with the 1940 Act; (b) may be terminated without penalty on sixty days' written notice to the Advisor either by vote of the Board of Trustees of the Trust or by vote of a majority of the outstanding shares of the Fund; (c) shall automatically terminate in the event of its assignment; and (d) may be terminated without penalty by the Advisor on sixty days' written notice to the Trust. 7. This Agreement may be amended in accordance with the 1940 Act. 8. For the purpose of the Agreement, the terms "vote of a majority of the outstanding shares", "affiliated person" and "assignment" shall have their respective meanings defined in the 1940 Act and exemptions and interpretations issued by the Securities and Exchange Commission under the 1940 Act. 9. The Advisor shall maintain, keep current and preserve on behalf of the Fund, in the manner required by the 1940 Act, records identified by the Trust from time to time. Advisor agrees to make such records available upon request to the Trust and its auditors during regular business hours at the Advisor's offices. Advisor further agrees that such records are the property of the Trust and will be surrendered to the Trust promptly upon request. 10. In the absence of willful misfeasance, bad faith or gross negligence on the part of the Advisor, or reckless disregard of its obligations and duties hereunder, the Advisor shall not be subject to any liability to the Trust or the Fund, to any shareholder of the Trust or the Fund or to any other person, firm or organization, for any act or omission in the course of, or connected with, rendering services hereunder. COLUMBIA FUNDS TRUST III on behalf of COLUMBIA QUALITY PLUS BOND FUND By: /s/ Joseph R. Palombo Joseph R. Palombo President COLUMBIA MANAGEMENT ADVISORS INC. By:/s/ Joseph R. Palombo Joseph R. Palombo Executive Vice President and Chief Operating Officer A copy of the document establishing the Trust is filed with the Secretary of The Commonwealth of Massachusetts. This Agreement is executed by officers not as individuals and is not binding upon any of the Trustees, officers or shareholders of the Trust individually but only upon the assets of the Fund.