EXHIBIT (k)(v)
SUBSCRIPTION AGENT FEE AGREEMENT
[On the Letterhead of The Colbent Corporation]
The Colbent Corporation
-Proposal-
A. Fees for Services*
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Fee Service Provided
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$5000.00 Project Management Fee
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$ 1.00 Per subscription form issued and mailed
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$ 6.00 Per subscription form processed (registered and beneficial)
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$ 6.50 Per defective subscription form received
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$ 7.50 Per notice of guaranteed delivery received
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$ 1.00 Per broker split certificate issued
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$ 1.50 Per sale of right (if applicable)
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$ 2.25 Per invoice mailed (if applicable)
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$ .75 Per refund check issued and mailed (if applicable)
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$ 3.00 Per solicitation check processed and mailed (if applicable)
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$ 6.00 Per withdrawal of subscription certificate (if applicable)
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$1500.00 Per Pro-ration (if applicable)
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$1500.00 Per offer extension
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$5000.00 Minimum charge should the project be cancelled for any
reason prior to the mailing of the subscription form
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* Excludes out-of-pocket expenses as described in Section C, "Items Not Covered"
B. Services Covered
o Designate an operational team to carry out Subscription Agent
duties, including document review and execution of legal
agreement, review of subscription forms and communication
materials, project management and on-going project updates and
reporting.
o Calculating Rights to be distributed to each shareholder and
printing shareholder information on the subscription form.
o Issuing subscription forms, and causing forms to be mailed to
registered shareholders.
o Tracking and reporting the number of exercises made, as required.
o Processing Rights received and exercised.
o Deposit participant checks daily and forward all participant
funds to Fund at the end of the offering period.
o Providing receipt summation of checks received.
o Issuing/ Printing (if applicable,) and mailing stock certificates
and/or checks.
o Interfacing with the Information Agent.
o Calculating, issuing and mailing of proration and/or
over-subscription checks if applicable.
o Calculating, issuing and mailing of solicitation checks if
applicable.
C. Items Not Covered
o Items not specified in the "Services Covered" section set forth
in this Agreement, including any services associated with new
duties, legislation or regulatory fiat which become effective
after the date of this Agreement (these will be provided on an
appraisal basis)
o All out-of-pocket expenses such as telephone line charges,
certificates, checks, postage, stationary, wire transfers and
excess material disposal (these will be billed as incurred)
o Reasonable legal review fees if referred to outside counsel.
o Overtime charges assessed in the event of late delivery of
material for mailings unless the target mail date is rescheduled.
D. Assumptions
o Proposal based upon document review and information known at this
time about the transaction.
o Significant changes made in the term or requirements of this
transaction could require modifications to this proposal.
o Proposal must be executed prior to the initial mailing.
o Company responsible for printing of materials (Rights Card,
Prospectus and ancillary documents).
o Material to be mailed to shareholders must be received no less
than five (5) business days prior to the start of the mailing
project.3
o No interest shall accrue to the company or the shareholders.
E. Payment for Services
o The Project Management Fee will be rendered and payable upon the
effective date of the transaction. An invoice for any
out-of-pocket and per items fees realized will be rendered and
payable on a monthly basis, except for postage expenses in excess
of $5,000.00. Funds for such mailing expenses must be received
one (1) business day prior to the scheduled mail date.
The Colbent Corporation BOULDER GROWTH & INCOME FUND
By: /s/ Xxxxxxx X. Xxxxxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxxxxxxxx Xxxxxxx X. Xxxxxx
Title: President, Title: President
The Colbent Corporation
Date 11/14/02 Date 11/15/02
