EXHIBIT 99.(17)(d)
COLUMBIA FUNDS
CLASS T SHARES SERVICING AGREEMENT
Gentlemen:
We wish to enter into this Servicing Agreement with you concerning the
provision of administrative support services to your customers ("Customers") who
may from time to time beneficially own shares of Class T shares of the Columbia
Funds listed on the attached Schedule A (collectively, the "Funds"), are
hereinafter referred to as "Shares").
The terms and conditions of this Servicing Agreement are as follows:
Section l. You agree to offer to provide one or more of the following
administrative support services to Customers who may from time to time
beneficially own Shares: (i) processing dividend payments from us on behalf of
Customers; (ii) arranging for bank wires; (iii) providing subaccounting with
respect to Shares beneficially owned by Customers or the information to us
necessary for subaccounting; (iv) if required by law, forwarding shareholder
communications from us (such as proxies, shareholder reports, annual and
semi-annual financial statements and dividend, distribution and tax notices) to
Customers; (v) aggregating and processing purchase, exchange and redemption
requests from Customers and placing net purchase, exchange and redemption orders
with our distributor or transfer agent; and (vi) providing such other similar
services as we may reasonably request to the extent you are permitted to do so
under applicable statutes, rules and regulations. It is understood that not all
Customers may require or wish to avail themselves of any or all such services.
Section 2. You agree to offer to provide one or more of the following
services to Customers who may from time to time beneficially own Shares: (i)
providing information periodically to Customers showing their positions in
Shares; (ii) responding to Customer inquiries relating to the services performed
by you; (iii) providing Customers with a service that invests the assets of
their accounts in Shares; and (iv) providing such other similar services as we
may reasonably request to the extent you are permitted to do so under applicable
statutes, rules and regulations. It is understood that not all Customers may
require or wish to avail themselves of any or all such services.
Section 3. We recognize that you may be subject to the provisions of
certain laws governing, among other things, the conduct of activities by
federally-chartered and supervised banks and other banking organizations. As
such, you may be restricted in the activities you may undertake and for which
you may be paid and, therefore, you will perform only those activities which are
consistent with your statutory and regulatory obligations. You will act solely
as an agent for, upon the order of, and for the account of, your Customers.
Section 4. You will provide such office space and equipment, telephone
facilities and personnel (which may be any part of the space, equipment and
facilities currently used in your
business, or any personnel employed by you) as may be reasonably necessary or
beneficial in order to provide the aforementioned services to Customers.
Section 5. Neither you nor any of your officers, employees or agents
are authorized to make any representations concerning Shares offered by the Fund
except those contained in the Fund's then current prospectuses and statements of
additional information pertaining to Shares, copies of which will be supplied to
you, or in such supplemental literature or advertising as may be authorized by
the Fund in writing.
Section 6. For all purposes of this Agreement you will be deemed to be
an independent contractor, and will have no authority to act as agent for the
Fund in any matter or in any respect. By your written acceptance of this
Agreement, you agree to and do release, indemnify and hold the Fund harmless
from and against any and all direct or indirect liabilities or losses resulting
from requests, directions, actions or inactions of or by you or your officers,
employees or agents regarding your responsibilities hereunder for the purchase,
redemption, transfer or registration of Shares by or on behalf of Customers. You
and your employees will, upon request, be available during normal business hours
to consult with the Fund or its designees concerning the performance of your
responsibilities under this Agreement.
Section 7. In consideration of the services and facilities provided by
you pursuant to Section 1 hereof, the Fund will pay to you, and you will accept
as full payment therefor, a fee at the annual rate of (a) 0.15% of the average
daily net asset value of the Shares of each equity fund identified as such on
Schedule A (collectively, "Equity Funds") beneficially owned as of the end of
each fiscal quarter by your Customers for whom you are the dealer of record or
holder of record or with whom you have a servicing relationship, which fee will
be computed at that time; and (b) 0.075% of the average daily net asset value of
the Shares of each bond fund identified as such on Schedule A (collectively,
"Bond Funds") beneficially owned as of the end of each month by your Customers
for whom you are the dealer of record or holder of record or with whom you have
a servicing relationship, which fee will be computed at that time. In
consideration of the additional services provided by you pursuant to Section 2
hereof, the Fund will pay to you, and you will accept as full payment therefor,
a fee at the annual rate of (a) 0.15% of the average daily net asset value of
the Shares of the Equity Funds; and (b) 0.075% of the average daily net asset
value of the Shares of the Bond Funds. Fees for the Equity Funds will be payable
quarterly and for the Bond Funds, monthly. For purposes of determining the fees
payable under this Section 7, the average daily net asset value of your
Customers' Shares will be computed in the manner specified in the Fund's
Registration Statement (as the same is in effect from time to time) in
connection with the computation of the net asset value of Shares for purposes of
purchases and redemptions. The fee rates stated above may be prospectively
increased or decreased by the Fund, in its sole discretion, at any time upon
notice to you. Further, the Fund may, in its discretion and without notice,
suspend or withdraw the sale of Shares including the sale of such Shares to you
for the account of any Customer or Customers. All fees payable by the Fund under
this Agreement with respect to the Shares of a particular Fund shall be payable
entirely out of the net investment income allocable to such Shares, and no
shares of the Fund involved, other than the Shares, and no other class of shares
of the Fund (or a separate series of shares of any such class) shall be
responsible for such fees. In addition, by your written acceptance of this
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Agreement, you agree to and do waive such portion of the fee payable under this
Section 7 as is necessary to assure that the amount of such fee which is
required to be accrued on any day with respect to your Customers' Shares does
not exceed the income to be accrued to your Customers' Shares on that day.
Section 8. Any person authorized to direct the disposition of the
monies paid or payable by the Fund pursuant to this Agreement will provide to
the Board of Directors of the Fund, and the Board will review, at least
quarterly, a written report of the amounts so expended and the purposes for
which such expenditures were made. In addition, you will furnish the Fund or its
designees with such information as may be reasonably requested (including,
without limitation, periodic certifications confirming the provision to
Customers of the services described herein), and will otherwise cooperate with
the Fund and its designees (including, without limitation, any auditors
designated by the Fund), in connection with the preparation of reports to the
Board of Directors concerning this Agreement and the monies paid or payable by
the Fund pursuant hereto, as well as any other reports or filings that may be
required by law.
Section 9. The Fund may enter into other similar Servicing Agreements
with any other person or persons without your consent.
Section 10. By your written acceptance of this Agreement, you
represent, warrant and agree that: (i) in no event will any of the services
provided by you hereunder be primarily intended to result in the sale of any
Shares; (ii) the compensation payable to you hereunder, together with any other
compensation payable to you by Customers in connection with the investment of
their assets in Shares of the Funds, will be disclosed by you to your Customers,
will be authorized by your Customers and will not result in an excessive or
unreasonable fee to you; (iii) you will not advertise or otherwise promote your
Customer accounts primarily as a means of investing in Shares or establish or
maintain Customer accounts for the primary purpose of investing in Shares; (iv)
in the event an issue pertaining to this Agreement or our Shareholder Services
Plan related hereto is submitted for shareholder approval, you will vote any
Shares held for your own account in the same proportion as the vote of the
Shares held for your Customers' accounts; and (v) you will not engage in
activities pursuant to this Agreement which constitute acting as a broker or
dealer under state law unless you have obtained the licenses required by such
law.
Section 11. This Agreement will become effective on the date a fully
executed copy of this Agreement is received by the Fund or its designee. Unless
sooner terminated, this Agreement will continue until July 31, 2003 and
thereafter will continue automatically for successive annual periods provided
such continuance is specifically approved at least annually by the Fund in the
manner described in Section 14 hereof. This Agreement is terminable with respect
to Shares of any of the Funds, without penalty, at any time by the Fund (which
termination may be by a vote of a majority of the Disinterested Directors as
defined in Section 14 hereof) or by you upon notice to the Fund.
Section 12. All notices and other communications between the parties to
this Agreement will be duly given if mailed, telegraphed, telexed or transmitted
by similar telecommunications
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device to the appropriate address stated herein, or to such other address as
either party shall so provide the other.
Section 13. This Agreement will be construed in accordance with the
laws of the State of Oregon and is nonassignable by the parties hereto.
Section 14. This Agreement has been approved by vote of a majority of
(i) the Board of Directors of the Fund and (ii) those directors who are not
"interested persons (as defined in the Investment Company Act of 1940) of the
Fund and who have no direct or indirect financial interest in the operation of
the Shareholder Services Plan adopted by the Fund regarding the provision of
support services to the beneficial owners of Shares or in any agreement related
thereto (the "Disinterested Directors"), cast in person at a meeting called for
the purpose of voting on such approval.
If you agree to be legally bound by the provisions of this Agreement,
please sign a copy of this letter where indicated below and promptly return it
to the Fund, c/o ▇▇▇▇ ▇. ▇▇▇▇▇▇, 1301 S.W. Fifth Avenue, Portland, Oregon 97201.
Very truly yours,
Each Columbia Fund listed on Schedule A attached
By:________________________________
Date: ________________ (Authorized Officer)
Accepted and Agreed to:
[Name of Service Organization]
By:________________________________
Date: _________________ (Authorized Officer)
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SCHEDULE A
Equity Funds:
Columbia Special Fund, Inc.
Columbia Growth Fund, Inc.
Bond Funds:
Columbia Short Term Bond Fund, Inc.
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