CUSTODIAN CONTRACT
Columbia National Municipal Bond Fund, Inc.
This Custodian Contract, made this ___________ day of _____, 1999, between
Columbia National Municipal Bond Fund, Inc., an Oregon Corporation (hereinafter
called the "Company"), and U. S. BANK N.A., a national banking association
organized under the laws of the United States of America (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; 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 Company or its officers and/or trustees
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 Board of
Directors pursuant to the By-Laws, 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 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 trustees, 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
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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 subscriptions to underwritten offerings with respect 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 trustees,
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, 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 trustees, 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 trustees, 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.
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Section 10. Unless and until otherwise directed by a written order of the
Company or its officers and/or trustees, 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;
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, or 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 trustees, 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.
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Section 15. When instructed by the Company or its officers and/or trustees,
the Custodian shall deliver to the Transfer Agent or the Company, 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 trustees 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 advices 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 trustees, 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.
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.
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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 trustees 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.
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.
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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 Trustees, 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 Trustees 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 trustees. The Company will
certify to the Custodian the names of the officers and trustees 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 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 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 trustees
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.
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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 certificate shall
be issued to the Custodian by an officer or trustee 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:
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be
signed by their duly authorized officers;
COLUMBIA NATIONAL MUNICIPAL BOND FUND, INC.
By:
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U S BANK N.A.
By:
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Assistant Vice President
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