Exhibit 8.A.
CUSTODIAN CONTRACT
COLUMBIA GROWTH FUND, INC.
This Custodian Contract made this 1st day of December, 1993, between
COLUMBIA GROWTH FUND, INC, an Oregon Corporation (hereinafter called the
"Company"), and UNITED STATES NATIONAL BANK OF OREGON, a national banking
association organized under the laws of the United States of America and
having its place of business in the City of Portland, Oregon, (hereinafter
called the "Custodian") is to become effective, except as otherwise provided
herein, on the effective date of the Registration Statement of the Company
under the Securities Act of 1933.
SECTION 1. The Company agrees to deliver to the Custodian
all securities and cash owned by it, and all dividend checks or other income,
payments of principal or capital distributions received by the Company with
respect to all securities owned by the Company from time to time and the cash
consideration due to the Company for such new stock of the Company as may be
issued from time to time.
SECTION 2. The Custodian is hereby authorized by the
Company to receive, hold and deal with, subject to the terms hereof, all
securities, cash, whether representing principal deposits or income, and
property of any other nature which will be, from time to time hereafter,
delivered to it by or for the account of the Company, or purchased with cash
on deposit hereunder, exercising the same care in the safekeeping thereof as
it exercises with respect to other accounts of similar character.
SECTION 3. The Custodian shall keep books and records of
all cash deposited hereunder, subdivided into principal and income accounts,
and all other property and securities deposited hereunder.
SECTION 4. The Custodian shall hold for the account of the
Company either in the name of the Company, the name of a nominee of the
Company, the name of the Custodian, the name of a nominee of the Custodian,
in bearer form, in a securities depository, or the Federal Reserve Book Entry
System, all securities or other property delivered to or received by it for
the account of the Company. All securities received by the Custodian may be
in "street" or other good delivery form.
SECTION 5. The Custodian shall receive and receipt for
moneys due to the Company. Funds held by the Custodian may be deposited by
it to its credit as Custodian in the Banking Department of the Custodian or
in such other banks or trust companies and in such amounts as it may in its
discretion deem necessary or desirable;
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provided, however, that every other bank or trust company and the funds to be
deposited with each shall be approved by vote of the Board of Directors of the
Company. Such funds shall be so deposited by the Custodian in its capacity as
Custodian and shall be withdrawable by the Custodian only in such capacity.
SECTION 6. The Custodian is hereby appointed
attorney-in-fact of the Company to endorse for credit to the account of the
Company when collected, all checks, drafts or other orders for the payment of
money drawn to, or to the order of, the Company, or to the order of the
Custodian for the account of the Company. All cash, whether principal or
income, and other assets held by the Custodian shall be subject to written
orders of the Company or its officers and/or directors for any of the
following purposes:
a. For the purchase of securities or other property to be retained
in the custody of the Custodian, or of other property in which
assets of the Company are to be invested, provided that, in every
case where payment is made by the Custodian in advance of receipt
of the securities purchased, except as provided in Section 8
hereof or except where authorized by resolution of the Company,
the Custodian shall be absolutely liable to the Company for such
securities to the same extent as if the securities had been
received by the Custodian;
b. For the redemption of shares of capital stock of the Company;
c. For the payment of dividends or other cash distributions to
shareholders;
d. For payment of taxes, expenses, fees and other liabilities
incurred in connection with the operation of the Company including
registration and qualification costs and other expenses of issuing
stock or changing its capital structure, whether or not such
expenses shall be in whole or in part capitalized or treated as
deferred expenses;
e. For the making of any disbursements authorized by the Directors
pursuant to the By-Law's, copies of which shall be certified to
the Custodian by an officer of the Company, provided, however,
the Custodian shall have no duty or responsibility to determine
whether such disbursements are made in accordance with said
By-Laws;
f. For the payment of any expense or liability incurred by the
Company;
g. For any other purpose as herein specifically provided. All
written orders calling for the disbursement of cash shall specify
the person, firm, corporation or entity to whom payment is to be
made and the purpose for
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which such payment is made. The Custodian may in its discretion
without express authority from the Company make payments to itself
or others for minor expenses (defined as out of pocket expenses
for postage, insurance and similar expenses) of handling
securities or other similar items relating to its duties under
this Contract, all such payments to be accounted for to the
Company.
SECTION 7. The Custodian shall collect all income and other
payments with respect to securities held hereunder as of the record date for
such income or other payments. The Custodian shall also execute ownership
and other certificates and affidavits for all Federal and State tax purposes
in connection therewith and in connection with transfers of securities. The
Custodian shall hold all such income collected by it hereunder. Without
limiting the generality of the foregoing, the Custodian shall detach and
present for payment all coupons and other income items requiring presentation
as and when they become due and shall collect dividends and interest when due
on securities held hereunder.
SECTION 8. Upon receipt of an order, (to be confirmed in
writing) of the Company, or its officers and/or directors stating that the
Company has purchased securities or other property in which assets of the
Company are permitted to be invested, specifying the securities or other
transaction being consummated and other information required by Section 6
hereof, and directing payment for such securities or other property, the
Custodian shall, insofar as it has available funds, pay for and hold for the
account of the Company any such securities or other property described in the
written order. The Custodian may not make payments for securities or other
property until receipt of such securities or property by the Custodian except
that such payments may be made in advance of receipt of such securities or
other property in connection with conversion, exchange or surrender of
securities owned or subscribed to, in connection with subscriptions to
underwritten offerings with respect to which an initial deposit is required
in order to participate in such offering, or where, as the result of an
adjudicatory proceeding advance payment is required to obtain the release of
such securities or other property. Whenever possible, confirmation of the
broker, dealer or other seller shall be furnished the Custodian.
SECTION 9. The Custodian shall release and deliver
securities or other property owned by the Company in the following cases only:
a. Upon sale of such securities for the account of the Company and
receipt of payment therefor, such delivery to be preceded by
receipt of a written order of the Company or its officers and/or
directors, stating that the Company has sold securities or other
property in which assets of the Company are invested, specifying
the securities or property sold, the prices received therefore
the broker or dealer through whom the transaction is being
consummated and other information required by Section 6 thereof,
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and directing delivery of the securities or other property on
deposit with the Custodian;
b. To the issuer thereof or its agent when such securities are
called, redeemed, retired or otherwise become payable; provided
that, in any such case, the cash is to be delivered to the
Custodian;
c. To the issuer thereof or its agent for transfer in the name of the
Company or the Custodian or a nominee of either, or for exchange
for a different number of bonds or certificates representing the
same aggregate face amount or number of units; provided that, in
any such case, the new securities are to be delivered to the
Custodian;
d. To the broker selling the same, for examination, in accordance
with the "street delivery" custom;
e. To a securities depository to be held for the account of the
Custodian or to a Federal Reserve Bank to be held for the
Custodian in the Federal Reserve Book Entry System;
f. Subject to receipt of a written order of the Company or its
officers and/or directors, for exchange or conversion pursuant to
any plan of merger, consolidation, recapitalization,
reorganization or readjustment of the securities of the issuer of
such securities, or pursuant to provisions for conversion
contained in such securities, or pursuant to any deposit
agreement; provided that, in any such case, the new securities and
cash, if any, are to be delivered to the Custodian;
g. Subject to receipt of a written order of the Company or its
officers and/or directors, in the case of warrants, rights, or
similar securities, the surrender thereof in the exercise of such
warrants, rights or similar securities.
Whenever possible, confirmation of the broker or dealer shall be
furnished to the Custodian.
SECTION 10. Unless and until otherwise directed by a written
order of the Company or its officers and/or directors, the Custodian shall:
a. Surrender securities in temporary form or interim receipts for
definitive securities;
b. Credit to the proper account of the Company all distributions
received with respect to the securities;
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c. Make, execute, acknowledge and deliver any and all documents of
transfer and conveyance and any and all other instruments that
may be necessary or appropriate to carry out the powers herein
granted;
d. Employ suitable agents or custodians;
e. Notify the Company of matured and uncollected principal and
interest. Upon receipt of information with respect to investments
held hereunder, notify the Company: of securities called for
redemption, of sinking funds available for the redemption of
securities, of the expiration of conversion privileges, of the
organization of protective committees, of subscription or
conversion rights, and of mergers, consolidations,
reorganizations, recapitalizations, or similar proceedings; and
f. Do all acts, whether or not expressly authorized, which it may
deem necessary or proper for the protection of the property held
hereunder.
SECTION 11. The Custodian may at any time or times in its
discretion appoint (and may at any time remove) any other bank or trust
company as its agent to carry out such of the provisions of section 6, 8, 9,
and 10 of this Contract as the Custodian may from time to time direct;
provided, however, that the appointment of such agent shall not relieve the
Custodian of any of its responsibilities hereunder.
SECTION 12. The Company shall make such arrangements with
the Transfer Agent of the Company as will enable the Custodian to receive the
cash consideration due to the Company for such new or previously issued stock
as may be issued or sold from time to time by the Company.
SECTION 13. The Company agrees to furnish the Custodian all
instruments necessary to enable the Custodian to carry out the foregoing
instructions with respect to collection of income on securities registered in
the name of the Company, or its nominee.
SECTION 14. The Custodian agrees to prepare and deliver to
the Company all such statements and reports with respect to income and
principal of the account as shall be reasonably required, but shall not be
required to prepare income or other tax returns with respect to the
securities of the Company, or the income received thereon, and agrees to use
its best efforts to carry out the written orders of the Company or its
officers and/or directors, but it shall have no duty to take any action in
any way relating to the account except as herein provided or to determine the
proper application of any disbursement of cash made on receipt of a written
order or resolution.
SECTION 15. When instructed by the Company or its officers
and/or directors, the Custodian shall deliver to the Transfer Agent or the
Company,
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checks or funds in the amount of the redemption price which will be based on the
net asset value of the shares redeemed.
SECTION 16. Upon receipt of a written order of the Company
specifying:
a. The amount of cash or securities or both, payable or distributable
as dividends or other distributions to the shareholders, and
b. That all necessary action authorizing such payment or distribution
has been taken in accordance with the By-Laws of the Company;
accompanied by a certified copy of resolution of the company or the officers
and/or directors authorizing such payment or distribution and establishing
record and payment dates, the Custodian shall pay and deliver to the Company, or
the dividend disbursing agent of the Company checks or funds for amounts so
certified to be payable and distributable as dividends or other distributions.
SECTION 17. As soon as possible after and as of the close of
business each day on which transactions in the custodian account occur, the
Custodian shall transmit to the Company advice's which shall show:
a. All cash received and disbursed;
b. All securities received and the prices paid therefor;
c. All securities sold and delivered and the prices received
therefor;
d. All other transactions and the cash, securities and other
property, paid or delivered, received or credited, in connection
therewith.
Additionally, the Custodian shall furnish a monthly statement reflecting all
transactions in the account to the Company.
SECTION 18. The Custodian shall have no duty or
responsibility whatsoever relating to moneys, securities or other property
received by the Company and not deposited with the Custodian.
The Custodian shall not be liable to anyone, except such liability
as may be expressly assumed under this Contract, for any act or omission of
the Company, or of any agent of the Company designated by two or more of its
officers and/or directors, or for any decision or act or omission to act or
anything whatsoever in connection with this Contract, except its own willful
default or gross negligence.
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The Custodian may at the expense of the Company consult with the
legal counsel representing the Company and shall not be liable for any action
taken or suffered in good faith in accordance with the opinion of such
counsel.
Any of this Custodian Contract notwithstanding, the Custodian shall
not be required to take any action, even when so directed by the Company, or
to do anything which, in the opinion of the Custodian, shall be likely to
involve it in any liability, loss or expense, unless the Custodian shall
first receive security or indemnity in form and amount satisfactory to it
against any and all such liability, loss or expense.
The Custodian shall not incur any personal liability of any nature
in connection with any act done or omitted to be done in good faith in the
administration of this account or in carrying out any directions of the
Company or its officers and/or directors issued in accordance with this
Contract, and the Custodian shall be indemnified and saved harmless by the
Company from and against any and all such personal liability to which the
Custodian may be subjected by reason of any such act or conduct in its
official capacity, including all expenses reasonably incurred in its defense
in case the Company fails to provide such defense, unless such act or conduct
is the result of the Custodian's own negligence, willful misconduct or lack
of good faith.
SECTION 19. The Custodian shall be entitled to compensation
for its services as agreed upon by the Company and the Custodian from time to
time as set forth in EXHIBIT A attached hereto.
SECTION 20. Upon receipt of notice from the Company or a
shareholder that a check issued by the Custodian pursuant to this Contract
has not been received by the payee thereof, or has been lost or misplaced by
said payee, the Custodian shall issue a new check on receipt of such
indemnity as it may reasonably require.
SECTION 21. From time to time special situations, not
contemplated under the terms of this Contract, may arise. An officer of the
Company and the Custodian will then negotiate as to the acts to be performed
and the compensation to be paid in such situations.
SECTION 22. This contract shall be effective as of its
execution, and shall continue in full force and effect until terminated as
hereinafter provided, may be amended at any time by mutual agreement of the
parties hereto and may be terminated by either party by an instrument in
writing delivered or mailed, postage prepaid, to the other party, such
termination to take effect not sooner than sixty (60) days after date of such
delivery or mailing; provided, however, that the Company shall not amend or
terminate this Contract in contravention of any applicable Federal or State
regulations, or any provision of the By-Laws of the Company as the same may
from time to time be amended and further provided that the Company may at any
time by action of its Board of Directors substitute another bank or trust
company for the Custodian by giving notice as above to the Custodian.
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In connection with the operations of this Contract, the Custodian
and the Company may agree from time to time on such provisions interpretive
of or in addition to the provisions of this Contract as may in their joint
opinion be consistent with the general tenor of this Contract, any such
interpretive or additional provisions to be signed by both parties and
annexed hereto, provided that the Company shall not agree to any such
interpretive or additional provisions which shall contravene any applicable
Federal or State regulations, or any provision of the By-Laws as the same may
from time to time be amended.
SECTION 23. Upon termination hereof the Company shall pay to
the Custodian such compensation as may be due as of the date of such
termination and shall likewise reimburse the Custodian for its costs,
expenses and disbursements.
If a successor Custodian is appointed by the Board of Directors, the
Custodian shall, upon termination, deliver to such successor Custodian at the
office of the Custodian, duly endorsed and in form for transfer, all
securities then held hereunder and all funds or other properties of the
Company deposited with or held by it hereunder.
If no such successor Custodian is appointed, the Custodian shall, in
like manner, at its office, upon receipt of a certified copy of a vote of the
Board of Directors, deliver such securities, funds and other properties in
accordance with such vote.
In the event that no written order designating a successor Custodian
or certified copy of a vote of the Board of Directors shall have been
delivered to the Custodian on or before the date when such termination shall
become effective, then the Custodian shall have the right to deliver to a
bank or trust company of its own selection, having an aggregate capital,
surplus, and undivided profits, as shown by its last published report of not
less than $2,000,000 all securities, funds and other properties held by the
Custodian and all instruments held by it relative thereto and all other
property held by it under this Contract.
In the event that securities, funds and other properties remain in
the possession of the Custodian after the date of termination hereof owing to
failure of the Board of Directors to procure the certified copy above
referred to, or to appoint a successor Custodian, the Custodian shall be
entitled to fair compensation for its services during such period and the
provisions of this Contract relating to the duties and obligations of the
Custodian shall remain in full force and effect.
SECTION 24. Any written order to be given to the Custodian
by the Company shall be signed by any two of its officers and/or directors.
The Company will certify to the Custodian the names of the officers and
directors and any change therein, and the Custodian shall not be charged with
knowledge thereof until it receives such certification. No written order of
the Company shall direct payment of any money or delivery of any securities
to the Company, or shall direct payment of money or delivery of securities
for purposes not specifically set forth in this Contract, unless accompanied
by a
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copy of a resolution of the Board of Directors, specifying the amount of such
payment or the securities to be delivered, the purpose for which the payment or
delivery is made declaring such purpose to be a proper company purpose and
naming the person or persons to whom such payment or delivery is to be made.
Custodian shall not be liable for any action taken by it when
directed in writing as herein provided and may rely on continuance in office
of any person until otherwise notified in writing.
SECTION 25. Evidence required of anyone under this Contract
may be by certificate, affidavit, endorsement or any other written instrument
which the person acting in reliance thereon believes to be pertinent,
reliable and genuine, and to have been signed, made or presented by the
proper and duly authorized party or parties.
Whenever the Custodian shall deem it necessary that a matter be
proved prior to taking, suffering or omitting any action, such matter shall
be deemed to be conclusively proved by the certificate of any two officers or
directors delivered to the Custodian, but the Custodian, in its discretion,
may in lieu of such certification accept, or may require such other or
further evidence as it may deem necessary or sufficient.
SECTION 26. This Contract shall be construed and the
provisions thereof interpreted under and in accordance with the laws of the
state of Oregon.
SECTION 27. Nothing contained in the By-Laws of the Company
except as specifically set forth in this Contract shall be deemed to impose
any powers, duties or responsibilities on the Custodian other than those set
forth in this Contract. The Company, by any one of its officers will certify
to the Custodian any changes in the By-Laws of the Company and the Custodian
shall not be charged with knowledge thereof until it receives such
certification. The Company warrants that no directions, orders,
instructions, notices or certificates shall be issued to the Custodian by an
officer or director other than in accordance with the terms and provisions of
the By-Laws of the Company, and the Custodian shall have no duty to question
the authority for or the propriety of any such directions, orders,
instructions, notices or certificates.
Nothing herein contained, however, shall be construed to relieve the
Custodian from faithfully performing its duties under this Contract, and the
Custodian shall be responsible for any action taken by it not in accordance
with this Contract.
SECTION 28. All directions, orders, instructions, notices,
accountings, reports and other written communications required to be given
under this Contract shall be addressed to the parties at their respective
addresses shown below or such other addresses as each may hereafter designate
in writing delivered to the other:
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IN WITNESS WHEREOF, the parties hereto have caused this Contract to
be signed by their duly authorized officers;
COLUMBIA GROWTH FUND, INC.
By: XXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxxx, Xx. Vice President
0000 XX Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
XXXXXX XXXXXX NATIONAL BANK OF OREGON
By: XXXX XXXXXX
----------------------------------------
Vice President
000 XX Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
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TRUST CUSTODY SERVICES
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U.S. BANK
COLUMBIA GROWTH FUND, INC.
2384700
Annual Minimum Fee: $2,5000.00
Market Value: .00004
Security Transactions: $12.50
Miscellaneous Charges:
All out-of-pocket expenses including telephone, postage, express mail, Federal
Express, transfer fees, messenger services global settlement fees, global
holding charges by other banks, charges made by other banks or Federal Reserve
Bank.
Fees will be calculated monthly and charged against account assets. A summary
of fee's taken will also be provided to the Client for review.
The above fee schedule is guaranteed for a period of two years.
Effective December 1, 1995
#56858
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