EX-99.H 5 pricebkkpagrmt.txt PRICING AND BOOKKEEPING AGREEMENT Exhibit (h)(2) AMENDED AND RESTATED PRICING AND BOOKKEEPING AGREEMENT AGREEMENT dated as of November 1, 2003, between each Massachusetts Business Trust (Trust) designated in Appendix I from time to time, and Columbia Management Advisors, Inc. (Columbia), an Oregon corporation. The Trust and Columbia agree as follows: 1. Appointment. The Trust may offer an unlimited number of series (Funds), each of which may have multiple classes of shares (Shares). This Agreement will apply to each Fund on the Effective Date set forth in Appendix I as amended from time to time. 2. Services. Columbia shall (i) determine and timely communicate to persons designated by the Trust the Fund's net asset values and offering prices per Share; and (ii) maintain and preserve in a secure manner the accounting records of the Fund. All records shall be the property of the Fund. Columbia will provide disaster planning to minimize possible service interruption. 3. Audit, Use and Inspection. Columbia shall make available on its premises during regular business hours all records of a Fund for reasonable audit, use and inspection by the Trust, its agents and any regulatory agency having authority over the Fund. 4. Compensation. The Trust will pay Columbia for each Fund (except for those Funds marked with an (*) in Appendix I hereto, as described in more detail below, and except for Columbia Large Company Index Fund, Columbia U.S. Treasury Index Fund and Columbia Small Company Index Fund, on behalf of which the Trust pays no fees) a monthly fee consisting of a Flat Fee plus an Asset-Based Fee, as follows: (a) "Flat Fee." For each Fund that is a stand-alone fund or a master fund in a master/feeder structure, as identified as such on Schedule A, an annual fee of $10,000, paid monthly. For each Fund that is a feeder fund in a master/feeder structure, as identified as such on Schedule A, an annual fee of $5,000, paid monthly; plus (b) "Asset-Based Fee." For each Fund that is a stand-alone fund or a feeder fund in a master/feeder structure, as identified as such on Schedule A, that 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 fees above.] The Trust also shall reimburse Columbia for any and all out-of-pocket expenses and charges, including fees payable to third parties for pricing a Fund's portfolio securities, in performing services under this Agreement. The applicable Trust, on behalf of each Fund marked with an (*) in Appendix I hereto, will pay Columbia an annual fee based on the average net assets of each Fund as follows: Assets Fee ------ --- Net assets under $50 million $25,000 Net assets of $50 million but less than $200 million $35,000 Net assets of $200 million but less than $500 million $50,000 Net assets of $500 million but less than $1 billion $85,000 Net assets in excess of $1 billion $125,000
If any Fund has more than 25% in non-domestic assets, it shall pay 150% of the fees described above. Each Fund also shall reimburse Columbia 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. 5. Compliance. Columbia shall comply with applicable provisions relating to pricing and bookkeeping of the prospectus and statement of additional information of a Fund and applicable laws and rules in the provision of services under this Agreement. 6. Limitation of Liability. In the absence of willful misfeasance, bad faith or gross negligence on the part of Columbia, or reckless disregard of its obligations and duties hereunder, Columbia 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. 7. Amendments. The Trust shall submit to Columbia a reasonable time in advance of filing with the Securities and Exchange Commission copies of any changes in its Registration Statements. If a change in documents or procedures materially increases the cost to Colonial of performing its obligations, Colonial shall be entitled to receive reasonable additional compensation. 8. Duration and Termination, etc. This Agreement may be changed only by writing executed by each party. This Agreement: (a) shall continue in effect from year to year so long as approved annually by vote of a majority of the Trustees who are not affiliated with Colonial; (b) may be terminated at any time without penalty by sixty days' written notice to either party; and (c) may be terminated at any time for cause by either party if such cause remains unremedied for a reasonable period not to exceed ninety days after receipt of written specification of such cause. Paragraph 6 of this Agreement shall survive termination. If the Trust designates a successor to any of Columbia's obligations, Columbia shall, at the expense and direction of the Trust, transfer to the successor all Trust records maintained by Columbia. 9. Miscellaneous. This Agreement shall be governed by the laws of The Commonwealth of Massachusetts. 10. Use of Affiliated Companies and Subcontractors. In connection with the services to be provided by Columbia under this Agreement, Columbia may, to the extent it deems appropriate, and subject to compliance with the requirements of applicable laws 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, provided that Columbia 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. Except as otherwise provided in paragraph 4 herein, all costs and expenses associated with services provided by any such third parties shall be borne by Columbia or such parties. IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first above. EACH TRUST DESIGNATED IN APPENDIX I By: ___________________________________ Joseph R. Palombo, President COLUMBIA MANAGEMENT ADVISORS, INC. By: ___________________________________________ 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. New P_B Agrmt. (2) I-1 APPENDIX I Trust Series Effective Date Columbia Funds Trust I Columbia High Yield Opportunity Fund 11/1/91 Columbia Strategic Income Fund 5/1/92 Columbia Tax-Managed Growth Fund 12/30/96 Columbia Tax-Managed Value Fund 6/1/99 Columbia Tax-Managed Growth Fund II 3/1/00 Columbia Tax-Managed Aggressive Growth Fund 8/1/00 Columbia Funds Trust II Columbia Newport Japan Opportunities Fund 6/3/96 Columbia Newport Greater China Fund 5/12/97 Columbia Money Market Fund 3/2/98 Columbia Funds Trust III Columbia Mid Cap Value Fund 11/1/91 Columbia Liberty Fund 2/14/92 Columbia Federal Securities Fund 2/14/92 Columbia Global Equity Fund 2/14/92 Columbia Contrarian Income Fund 10/19/98 *Columbia Intermediate Government Income Fund 11/25/02 *Columbia Quality Plus Bond Fund 11/25/02 *Columbia Corporate Bond Fund 11/25/02 Columbia Funds Trust IV Columbia Tax-Exempt Fund 11/1/91 Columbia Tax-Exempt Insured Fund 11/1/91 Columbia Utilities Fund 2/14/92 Columbia Municipal Money Market Fund 2/14/92 Columbia Funds Trust V Columbia Massachusetts Tax-Exempt Fund 11/1/91 Columbia Connecticut Tax-Exempt Fund 11/1/91 Columbia California Tax-Exempt Fund 8/3/92 Columbia New York Tax-Exempt Fund 8/3/92 *Columbia Intermediate Tax-Exempt Bond Fund 11/25/02 *Columbia Massachusetts Intermediate Municipal Bond Fund 12/09/02 *Columbia Connecticut Intermediate Municipal Bond Fund 11/18/02 *Columbia New Jersey Intermediate Municipal Bond Fund 11/18/02 *Columbia New York Intermediate Municipal Bond Fund 11/25/02 *Columbia Rhode Island Intermediate Municipal Bond Fund 11/18/02 *Columbia Florida Intermediate Municipal Bond Fund 11/18/02 *Columbia Pennsylvania Intermediate Municipal Bond Fund 11/25/02 Columbia Large Company Index Fund 12/09/02 Columbia U.S. Treasury Index Fund 11/25/02 Columbia Small Company Index Fund 11/25/02 Columbia Funds Trust VI Columbia Growth & Income Fund 7/1/92 Columbia Small Cap Value Fund 11/2/92 Columbia Newport Asia Pacific Fund 8/25/98 Columbia Funds Trust VII Columbia Newport Tiger Fund 5/1/95 Columbia Europe Fund 11/1/99 Columbia Floating Rate Advantage Fund COLUMBIA MANAGEMENT ADVISORS, INC. By: _______________________________ By: __________________________________________ Joseph R. Palombo, President Joseph R. Palombo Executive Vice President and Chief Operating Officer Dated: November 1, 2003 New P_B Agrmt. (2) A-3 SCHEDULE A COLUMBIA FUNDS TRUST I Columbia High Yield Opportunity Fund Fund Columbia Strategic Income Fund Fund Columbia Tax-Managed Growth Fund Fund Columbia Tax-Managed Growth Fund II Fund Columbia Tax-Managed Value Fund Fund Columbia Tax-Managed Aggressive Growth Fund Fund COLUMBIA FUNDS TRUST II Columbia Newport Japan Opportunities Fund Fund Columbia Newport Greater China Fund Fund Columbia Money Market Fund Fund COLUMBIA FUNDS TRUST III Columbia Mid Cap Value Fund Fund Columbia Liberty Fund Fund Columbia Global Equity Fund Fund Columbia Federal Securities Fund Fund Columbia Contrarian Income Fund Fund Columbia Intermediate Government Income Fund Fund Columbia Quality Plus Bond Fund Fund Columbia Corporate Bond Fund Fund COLUMBIA FUNDS TRUST IV Columbia Tax-Exempt Fund Fund Columbia Tax-Exempt Insured Fund Fund Columbia Utilities Fund Fund Columbia Municipal Money Market Fund Fund COLUMBIA FUNDS TRUST V Columbia California Tax-Exempt Fund Fund Columbia Connecticut Tax-Exempt Fund Fund Columbia Massachusetts Tax-Exempt Fund Fund Columbia New York Tax-Exempt Fund Fund Columbia Large Company Index Fund Fund Columbia U.S. Treasury Index Fund Fund Columbia Small Company Index Fund Fund Columbia Intermediate Tax-Exempt Bond Fund Fund Columbia Massachusetts Intermediate Municipal Bond Fund Fund Columbia Connecticut Intermediate Municipal Bond Fund Fund Columbia New Jersey Intermediate Municipal Bond Fund Fund Columbia New York Intermediate Municipal Bond Fund Fund Columbia Rhode Island Intermediate Municipal Bond Fund Fund Columbia Florida Intermediate Municipal Bond Fund Fund Columbia Pennsylvania Intermediate Municipal Bond Fund Fund COLUMBIA FUNDS TRUST VI Columbia Small Cap Value Fund Fund Columbia Growth & Income Fund Fund Columbia Newport Asia Pacific Fund Fund COLUMBIA FUNDS TRUST VII Columbia Newport Tiger Fund Fund Columbia Europe Fund Fund COLUMBIA FUNDS TRUST VIII Columbia Income Fund Fund Columbia Intermediate Bond Fund Fund COLUMBIA FUNDS TRUST IX Columbia Managed Municipals Fund Fund Columbia High Yield Municipal Fund Fund COLUMBIA FUNDS TRUST XI Columbia Growth Stock Fund Fund Columbia Young Investor Fund Fund Columbia Global Thematic Equity Fund Fund Columbia European Thematic Equity Fund Fund Columbia Asset Allocation Fund Fund Columbia Dividend Income Fund Fund Columbia Large Cap Core Fund Fund Columbia International Equity Fund Fund Columbia Large Cap Growth Fund Fund Columbia Disciplined Value Fund Fund Columbia Small Cap Fund Fund Columbia Small Company Equity Fund Fund LIBERTY-STEIN ROE FUNDS TRUST [currently no series outstanding] LIBERTY-STEIN ROE ADVISOR TRUST [currently no series outstanding] SR&F BASE TRUST [currently no series outstanding] Columbia Floating Rate Fund Feeder Columbia Institutional Floating Rate Income Fund Feeder Stein Roe Floating Rate Limited Liability Company Master CLOSED END FUNDS Colonial Intermediate High Income Fund Fund Colonial InterMarket Income Trust I Fund Colonial Insured Municipal Fund Fund Colonial California Insured Municipal Fund Fund Colonial New York Insured Municipal Fund Fund Colonial Municipal Income Trust Fund Colonial Investment Grade Municipal Trust Fund Colonial High Income Municipal Trust Fund Columbia Floating Rate Advantage Fund Fund LIBERTY VARIABLE INVESTMENT TRUST Columbia International Fund, VS Fund Liberty Growth & Income Fund, VS Fund Colonial Strategic Income Fund, VS Fund Newport Tiger Fund, VS Fund Colonial Small Cap Value Fund, VS Fund Liberty All-Star Equity Fund, VS Fund Liberty S&P 500 Index Fund, VS Fund Liberty Select Value Fund, VS Fund Liberty Equity Fund, VS Fund Columbia Real Estate Equity Fund, VS Fund Columbia High Yield Fund, VS Fund STEINROE VARIABLE INVESTMENT TRUST Liberty Asset Allocation Fund, VS Fund Stein Roe Growth Stock Fund, VS Fund Liberty Small Company Growth Fund, VS Fund Liberty Money Market Fund, VS Fund Liberty Federal Securities Fund, VS Fund