COLUMBIA SMALL CAP FUND, INC.
TRANSFER AGENT AGREEMENT
December 10, 1997
This Agreement is made between COLUMBIA SMALL CAP FUND, INC. ("Fund"),
an Oregon corporation, and COLUMBIA TRUST COMPANY ("Agent"), an Oregon
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 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.
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.
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 1940 Act) 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 Small Cap Fund, Inc.
1301 SW Fifth Avenue
PO Box 1350
Portland, Oregon 97207
If to Agent: Columbia Trust Company
1301 SW Fifth Avenue
PO Box 1350
Portland, Oregon 97207
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 SMALL CAP FUND, INC.
By J. JERRY INSKEEP, JR
COLUMBIA TRUST COMPANY
By GEORGE L. HANSETH
Title: Vice President
I. Shareholder Services
A. Maintain all shareholder records on electronic data processing
1. Share balances
2. Account transaction history
3. Names and addresses
4. Certificate records
5. Distribution records
6. Transfer records
7. Over-all control records
B. New Accounts
1. Deposit all moneys received into transfer account maintained for
2. Set up account according to shareholders' instructions as to:
a. Amount of shares purchased
b. Whether to deliver stock certificates to shareholders
C. Additional Purchases
1. Deposit moneys received into a transfer account maintained for
2. Issue shareholder confirmations
D. Redemptions - Full and Partial
1. Redeem shares upon shareholder request
2. Issue checks for the amount of redemption
3. Issue and mail shareholder confirmations
E. Transfer shares as requested, which includes obtaining necessary
papers and documents to satisfy transfer requirements. On irregular
special legal opinions, such special legal fees, if any, are to be
paid for by the Fund.
F. Prepare and mail certificates as requested by shareholders
G. Process changes, corrections of addresses and registrations
H. Compute distributions, dividends and capital gains
1. Reinvest in additional shares as requested by shareholders
2. Issue checks as requested by shareholders
3. Advise each shareholder of amount of dividends received and tax
I. Handle replacement of lost certificates
J. Produce transcripts of shareholder account history as required
K. Maintain the controls associated with the computer programs and manual
systems to arrive at the Company's total shares outstanding
L. Receive mail and perform other administrative functions relating to
transfer agent work
II. Reports and Schedules
1. Name and address changes
2. Name and address additions and deletions
3. Transaction Register
c. Transfer and adjustments
4. Cash reconciliation - Cash received for day
5. Check reconciliation - checks issued for day
6. Transaction reconciliation
a. Amount received
b. Total shares purchased
c. Number of purchase transactions
d. Dollar amount redeemed
e. Shares redeemed
f. Number of accounts redeeming
g. Checks issued for redemptions
1. Balance list of shareholders in account number sequence
a. Number of shares outstanding for which stock certificates
b. Number of shares outstanding for which stock certificates
were not issued
c. Total shares outstanding (a + b)
2. a. Purchases, sales and adjustments
b. Certificates issued
c. Certificates, redemptions and transfers
d. Certificates reconciliations by certificate number
1. Sales by states for month
1. Alphabetical account listing
III. Extra Charge Services
A. Mailing labels or other mailing services to shareholders
B. Services in connection with any stock splits
C. The computer system is designed to produce almost any display of
statistical management or accounting data in almost any format desired
by the management, auditors or directors. The parameters of reporting
are only limited to the data contained on disc. With sufficient
notice this information is available to management in accordance with
charges as itemized in Schedule B.
COLUMBIA SMALL CAP FUND, INC.
$1.50 per account per month
TIME AND MATERIAL FOR EXTRA SERVICES
Computer . . . . . . . . . . . . . . . . . . . . . . At Cost
Key punch. . . . . . . . . . . . . . . . . . . . . . At Cost
Clerical . . . . . . . . . . . . . . . . . . . . . . At Cost
Programming and Direct
Technical Management . . . . . . . . . . . . . . . At Cost
Travel and per diem expenses
(Chargeable only when authorized
in advance by Fund). . . . . . . . . . . . . . . . At Cost
Mailing Services . . . . . . . . . . . . . . . . . . At Cost
Permanent file supplies, forms,
microfilm, microfiche. . . . . . . . . . . . . . . At Cost
Any of the above services when performed outside regular working hours of Agent
may be billed at 150 percent of the above.