EXHIBIT 17.7
COLUMBIA FUNDS
CLASS G SHARES SERVICING AGREEMENT
Gentlemen:
We wish to enter into this Servicing Agreement ("Agreement") with you
concerning the provision of administrative support services and/or shareholder
liaison services to your customers ("Customers") who may from time to time
beneficially own Class G shares (such shares referred to herein as the "Shares")
of one or more of the Columbia Funds listed on the attached Schedule A
(collectively, the "Funds").
The terms and conditions of this Agreement are as follows:
SECTION l. You agree to provide Shareholder Liaison Services to your
Customers who may from time to time beneficially own a Fund's Shares.
"Shareholder Liaison Services" means "personal service and/or the maintenance of
shareholder accounts" within the meaning of the Conduct Rules of the National
Association of Securities Dealers, Inc., such as responding to customers'
inquiries and providing information on their investments.
SECTION 2. You agree to provide Administrative Support Services to
Customers who may from time to time beneficially own a Fund's Shares.
"Administrative Support Services" include but are not limited to: (i) transfer
agent and subtransfer agent services for beneficial owners of Shares; (ii)
aggregating and processing purchase and redemption orders; (iii) providing
beneficial owners with statements showing their positions in Shares; (iv)
processing dividend payments; (v) providing subaccounting services for Shares
held beneficially; (vi) forwarding shareholder communications, such as proxies,
shareholder reports, dividend and tax notices, and updating prospectuses to
beneficial owners; and (vii) reviewing, tabulating and transmitting proxies
executed by beneficial owners; provided, however, that such term does not
include Shareholder Liaison Services.
SECTION 3. 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 4. Neither you nor any of your officers, employees or agents
are authorized to make any representations concerning the Funds or Shares
offered by the Funds except those contained in the Funds' then current
prospectuses and statements of additional information pertaining to for such
Shares, copies of which will be supplied by the Funds to you, or in such
supplemental literature or advertising as may be authorized by the Funds in
writing.
SECTION 5. 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
Funds in any
matter or in any respect. By your written acceptance of this Agreement, you
agree to and do release, indemnify and hold the Funds 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 Funds or its designees concerning the performance of your
responsibilities under this Agreement.
SECTION 6. In consideration of the services and facilities provided by
you pursuant to Section 1 and Section 4, respectively, of this Agreement, the
Funds will pay to you, and you will accept as full payment therefor, a fee at
the annual rate of (a) [0.25%] 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 by your Customers from time to time for whom
you are the dealer of record or holder of record or with whom you have a
servicing relationship; and (b) [0.20%] 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 by your Customers from time to time for whom
you are the dealer of record or holder of record or with whom you have a
servicing relationship. In consideration of the Shareholder Liaison 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) [0.25%] of
the average daily net asset value of the Shares of the Equity Funds; and (b)
[0.20%] of the average daily net asset value of the Shares of the Bond Funds.
Said fees will be computed daily and payable (i) monthly for the Equity Funds
and (ii) quarterly for the Bond Funds. For purposes of determining the fees
payable under this Section 6, the average daily net asset value of your
Customers' Shares will be computed in the manner specified in the Funds' then
current Registration Statements 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 Funds, in their
sole discretion, at any time upon notice to you. Further, the Funds may, in
their 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.
SECTION 7. You acknowledge that you will provide to the Board of
Directors of the Funds, 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 connection with such reports, you will furnish the Funds or their
designees with such information as the Funds may reasonably request (including,
without limitation, periodic certifications confirming the provision to
Customers of the services described herein), and will otherwise cooperate with
the Funds and their designees (including, without limitation, any auditors
designated by the Funds), in connection with the preparation of reports to the
Board of Directors concerning this Agreement and the monies paid or payable by
the Funds pursuant hereto, as well as any other reports or filings that may be
required by law.
SECTION 8. The Funds may enter into other similar Servicing Agreements
with any other person or persons without your consent.
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SECTION 9. 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 you
receive from 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 12b-1 Distribution 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 10. This Agreement will become effective on the date a fully
executed copy of this Agreement is received by the Funds or their 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 each Fund in the
manner described in Section 13 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 13 hereof) or by you upon notice to the Fund. This Agreement
will terminate automatically in the event of its assignment, as defined in the
Investment Company Act of 1940 ("1940 Act").
SECTION 11. All notices and other communications between the parties to
this Agreement will be duly given if mailed, telegraphed, telexed or transmitted
by similar telecommunications device to the appropriate address stated herein,
or to such other address as either party shall so provide the other.
SECTION 12. This Agreement will be construed in accordance with the
laws of the State of Oregon and is nonassignable by the parties hereto.
SECTION 13. This Agreement has been approved by vote of a majority of
(i) the Board of Directors of each Fund and (ii) those directors who are not
"interested persons" (as defined in the 0000 Xxx) of each Fund and who have no
direct or indirect financial interest in the operation of the 12b-1 Distribution
Plan adopted by the Funds regarding the provision of shareholder liaison and/or
administrative support services to the beneficial owners of Shares or in any
agreements related thereto (the "Disinterested Directors"), cast in person at a
meeting called for the purpose of voting on such approval.
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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 Xxxx X. Xxxxxx, 0000 X.X. Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxx 00000.
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
Columbia Growth Fund, Inc.
Columbia Special Fund, Inc.
(each of the preceding two funds, an "Equity Fund")
Columbia Short Term Bond Fund, Inc.
(the preceding fund, a "Bond Fund")
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