COLUMBIA HIGH YIELD FUND, INC.
TRANSFER AGENT AGREEMENT
August 16, 1993
This Agreement is made between COLUMBIA HIGH YIELD FUND, INC.
("Fund"), an Oregon corporation, and COLUMBIA TRUST COMPANY ("Agent"), an Oregon
corporation, as of August 16, 1993.
Fund is an investment company registered under the Investment
Company Act of 1940, as amended (the "1940 Act"), whose shares are registered
for sale under the Securities Act of 1933, as amended (the "1933 Act"); and
Fund desires to have Agent serve as transfer agent and dividend
disbursing agent for Fund, and Agent is willing to serve as transfer agent and
dividend disbursing agent for Fund.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth, Fund and Agent agree as follows:
1. APPOINTMENT. Fund hereby appoints Agent as transfer agent for the
shares of the Fund, as described in the Articles of Incorporation of the Fund,
(the "Stock") and dividend disbursing agent for Fund, and Agent agrees to serve
as transfer agent and dividend disbursing agent under the terms and conditions
hereinafter set forth.
2. DOCUMENTS. Fund has furnished Agent copies of Fund's Articles of
Incorporation, investment advisory contract, custodian contract, all account
application forms, and other documents relating to shareholders' accounts and a
certified copy of the resolutions of Fund's Board of Directors adopting Fund's
form of stock certificate and approving the appointment of Agent hereunder.
Fund shall furnish promptly to Agent a copy of any amendment or supplement to
the above-mentioned documents and any additional documents necessary for Agent
to perform its functions hereunder.
3. AUTHORIZED SHARES. Fund certifies to Agent that, as of the date
hereof, Fund is authorized to issue 100,000,000 shares.
4. SERVICES TO BE PERFORMED. Agent shall be responsible for performing
the duties of transfer agent and dividend disbursing agent for Fund, which
duties are more fully set forth in Schedule A to this Agreement. All computer
programs and procedures developed by Agent to perform services required under
this Agreement shall remain the exclusive property of Agent.
5. MAINTENANCE OF RECORDS; CONFIDENTIALITY. All records maintained by
Agent as required on Schedule A shall remain the exclusive property of Fund and
shall be preserved and retained by Agent while this Agreement remains in
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effect. Agent shall make available during regular business hours all records
and other data created and maintained pursuant to this Agreement for reasonable
audit and inspection by the Fund or any person retained by Fund. Agent shall
treat all records and other information with respect to Fund with confidence.
6. COMPENSATION. As compensation for the performance of the services
described in parts I and II of Schedule A, Agent shall receive from Fund a per
account fee in the amount set forth in Schedule B. These fees will be charged
for any account in existence during any part of a month, and the fees will be
charged for any part of a month preceding termination of this Agreement. As
compensation for the performance of extra charge services described in part III
of Schedule A, Agent shall be paid by Fund at the rates listed on Schedule B.
Upon request of the Agent, the hourly rates listed on Schedule B may be
adjusted, subject to approval by the Fund's Board of Directors in accordance
with paragraph 17.
7. EXPENSES. Fund agrees to pay directly or reimburse Agent for postage
and the procurement or printing of share certificates, statements, envelopes,
checks, reports, tax forms, proxies, or other forms of printed material required
in the performance of its services to Fund under this Agreement, and Agent
agrees that Fund may purchase these materials directly for use by Agent, subject
to prior approval by Agent as to the compatibility of any materials with Agent's
data processing equipment. Fund agrees to pay directly or reimburse Agent for
all freight and other delivery charges and insurance or bonding charges incurred
by Agent in delivering certificates to shareholders and any and all other out-
of-pocket expenses and charges incurred by Agent in performing services under
this Agreement.
8. MONTHLY STATEMENT. At the end of each month during the term of this
Agreement and upon termination of this Agreement, Agent will render an itemized
statement to Fund for its fees and expenses under this Agreement. Payment by
Fund is due 10 days from the date the statement is received.
9. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS.
9.1 Agent represents that it is registered with the Securities and
Exchange Commission as a transfer agent under Section 17A of the Securities
Exchange Act of 1934, as amended, and will notify the Fund promptly if its
registration is revoked or if any proceeding is commenced before the Securities
and Exchange Commission which may lead to revocation. Agent shall be
responsible for compliance with all laws, rules, and regulations of governmental
authorities having jurisdiction over transfer agents and their activities.
9.2 Except for the accuracy of information furnished to Fund by
Agent, Fund assumes full responsibility for the preparation, contents, and
distribution of its prospectuses and for compliance with all applicable
requirements of the 1933 Act, the 1940 Act, and any other laws, rules, or
regulations of governmental authorities with jurisdiction over Fund.
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10. REFERENCES TO AGENT. Fund shall not circulate any printed matter
that contains any reference to Agent without the prior written approval of
Agent, except printed matter that identifies Agent as transfer agent and
dividend disbursing agent for Fund.
11. ACTS OF GOD, NATIONAL EMERGENCY, ETC. Agent shall not be liable for
loss of data, delays, or errors occurring by reason of circumstances beyond its
control, including but not limited to acts of civil or military authority,
national emergencies, fire, flood, catastrophe, acts of God, insurrection, war,
riot, failure of transportation, communication, or power supply, or machine
breakdown. Agent shall use its best efforts to minimize the likelihood of
damage, loss of data, delays, or errors resulting from such uncontrollable
events, and if damage, loss of data, delays, or errors occur, Agent shall use
its best efforts to mitigate the effects of the occurrence.
12. STANDARD OF CARE. Agent shall at all times act in good faith and use
its best efforts within reasonable limits to insure the accuracy of all services
performed under this Agreement and to absorb all costs for time, materials, or
other expenses necessary to correct any errors made by Agent. Agent shall not
be liable for any loss or damage due to its errors unless the errors are caused
by its gross negligence, bad faith, or willful misconduct or that of its
employees or agents. Fund agrees to pay Agent, at the rates set forth in
Schedule B, for any excess work required by Agent due to the errors of Fund's
employees or representatives or due to incorrect data furnished to Agent by
Fund, Fund's investment adviser, or Fund's custodian.
13. INSTRUCTIONS AND OPINION OF COUNSEL. At any time Agent may apply to
an officer of Fund for instructions and consult counsel for Fund or its own
counsel on any matter arising in connection with this Agreement. Agent shall
not be liable for any action taken or omitted by it in good faith in accordance
with such instructions or with the advice or opinion of such counsel.
14. INDEMNIFICATION. Fund shall indemnify and hold Agent harmless from
all loss, cost, damage, and expense, including reasonable expenses for counsel,
incurred by Agent resulting from any claim, demand, action, or suit in
connection with the performance of its duties hereunder or as the result of
acting upon any instruction, advice, or opinion obtained pursuant to
paragraph 13 hereof, upon any other instruction reasonably believed by Agent to
have been properly executed by a duly authorized officer of Fund, or upon any
information, data, records, or documents provided to Agent by Fund, Fund's
investment adviser, or Fund's custodian. This indemnification shall not apply
to actions or omissions constituting gross negligence, bad faith, or willful
misconduct of Agent, its employees, or agents. Prior to confessing any claim
against it which may be subject to this indemnification, Agent shall give Fund
reasonable opportunity to defend against that claim in its own name or in the
name of Agent.
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15. FIDELITY BOND. Agent will maintain in force throughout the duration
of this Agreement a fidelity bond that complies with applicable regulatory
requirements, written by a reputable bonding company, covering theft,
embezzlement, forgery, and other acts of malfeasance by Agent, its employees, or
agents in connection with services performed for Fund.
16. DURATION AND TERMINATION.
16.1 This Agreement shall remain in force until two years from the
date hereof and may be continued from year to year thereafter if approved
annually by a vote of a majority of the Fund's shareholders (as determined in
accordance with the requirements of the 0000 Xxx) or by its Board of Directors
and in either case a vote of a majority of the directors who are not parties to
this Agreement or interested persons of any such party cast in person at a
meeting called for the purpose of voting on approval.
16.2 This Agreement may be terminated at any time without the
payment of any penalty by vote of the Trustees of Fund or by vote of a majority
of the outstanding shares of Fund on 60 days written notice to the other party.
This Agreement may be terminated by Agent upon 180 days written notice thereof
to Fund. Any termination in accordance with this Agreement shall not affect the
rights and obligations of the parties under paragraphs 11, 12, 13, and 14
hereof. Immediately upon termination of this Agreement, all records and other
data in the possession of Agent which are the property of Fund shall be
furnished to Fund in computer written data forms as requested by Fund.
16.3 This Agreement shall automatically terminate if it is
assigned, the term "assignment" for this purpose having the meaning defined in
Section 2(a)(4) of the 1940 Act. Agent shall notify Fund of any change in the
officers or directors of Agent within a reasonable time after the change.
17. AMENDMENTS. This Agreement may be amended with the written consent
of Agent and Fund if the amendment has been approved by the Board of Directors
of Fund, including a majority of the disinterested directors.
18. NOTICES. Any notice shall be officially given when sent by
registered or certified mail by either party to the following addresses,
provided that either party may notify the other of any changed address to which
such notices should be mailed hereunder:
If to Fund: Columbia High Yield Fund,Inc.
0000 XX Xxxxx Xxxxxx
XX Xxx 0000
Xxxxxxxx, Xxxxxx 00000
Attention: President
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If to Agent: Columbia Trust Company
0000 XX Xxxxx Xxxxxx
XX Xxx 0000
Xxxxxxxx, Xxxxxx 00000
Attention: President
19. GOVERNING LAW. This Agreement shall be construed and enforced in
accordance with and governed by the laws of the State of Oregon.
20. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties, supersedes any agreements previously entered into by them,
and may be amended only by written amendment, duly executed on behalf of the
respective parties in accordance with paragraph 17.
IN WITNESS WHEREOF, the parties hereto cause this Agreement to be
duly executed and to become effective as of the date first written above.
COLUMBIA HIGH YIELD FUND, INC.
By
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Title:
COLUMBIA TRUST COMPANY
By
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Title:
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