Exhibit (g1)
RESTATED CUSTODIAN CONTRACT
CMC FUND TRUST
This Restated Custodian Contract made this 26th day of April,
1994, between CMC Fund Trust, an Oregon business trust (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. The Company is authorized to issue separate series of shares of
beneficial interests in The Company (a "Series"). The Company may establish
separate accounts with the Custodian with respect to a Series.
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
Trustees 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 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
Trustees 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 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 order. The Custodian may
not make payments for securities or other property until receipt of such
securities or property by the
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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 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, 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 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.
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.
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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 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 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.
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
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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 Trustees
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.
If a successor Custodian is appointed by the Trustees, 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
Trustees, deliver such securities, funds and other properties in accordance with
such vote.
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In the event that no written order designating a successor
Custodian or certified copy of a vote of the Trustees 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 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 Trustees 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
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.
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 trustee other than in accordance
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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;
CMC FUND TRUST
By: XXXXXX X. XXXXXXX
-----------------
Vice President
0000 X.X. Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
XXXXXX XXXXXX NATIONAL BANK OF OREGON
By: XXXX XXXXXX
-----------------
Vice President
000 X.X. Xxx
Xxxxxxxx, XX 00000
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ESTABLISHMENT OF A SEPARATE ACCOUNT
Pursuant to the terms of the Restated Custodian Contract dated April
26, 0000 xxxxxxx XXX Xxxx Xxxxx xxx Xxxxxx Xxxxxx National Bank of Oregon (the
"Custodian"), the Custodian shall establish an account with the designation "CMC
SMALL CAP FUND." The account shall be subject to the terms and conditions set
forth in the Restated Custodian Contract.
Dated: 7/5/94
---------
CMC FUND TRUST
By: XXXXXX X. XXXXXXX
-----------------
Title: Vice President
0000 X.X. Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxx 00000
XXXXXX XXXXXX NATIONAL BANK OF OREGON
By: XXXX XXXXXX
-----------------
Title: Vice President
000 X.X. Xxx Xxxxxx
Xxxxxxxx, Xxxxxx 00000
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ESTABLISHMENT OF A SEPARATE ACCOUNT
Pursuant to the terms of the Restated Custodian Contract dated April
26, 0000 xxxxxxx XXX Xxxx Xxxxx xxx Xxxxxx Xxxxxx National Bank of Oregon (the
"Custodian"), the Custodian shall establish an account with the designation "CMC
HIGH YIELD FUND." The account shall be subject to the terms and conditions set
forth in the Restated Custodian Contract.
Dated: 7/5/94
---------
CMC FUND TRUST
By: XXXXXX X. XXXXXXX
-----------------
Title: Vice President
0000 X.X. Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxx 00000
XXXXXX XXXXXX NATIONAL BANK OF OREGON
By: XXXX XXXXXX
-----------------
Title: Vice President
000 X.X. Xxx Xxxxxx
Xxxxxxxx, Xxxxxx 00000
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ESTABLISHMENT OF A SEPARATE ACCOUNT
Pursuant to the terms of the Restated Custodian Contract dated April
26, 0000 xxxxxxx XXX Xxxx Xxxxx xxx Xxxxxx Xxxxxx National Bank of Oregon (the
"Custodian"), the Custodian shall establish an account with the designation "CMC
INTERNATIONAL STOCK FUND." The account shall be subject to the terms and
conditions set forth in the Restated Custodian Contract.
Dated: 8/29/94
-----------------
CMC FUND TRUST
By: XXXXXX X. XXXXXXX
-----------------
Title: Senior Vice President
0000 X.X. Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxx 00000
XXXXXX XXXXXX NATIONAL BANK OF OREGON
By: XXXX XXXXXX
-----------------
Title: Vice President
000 X.X. Xxx Xxxxxx
Xxxxxxxx, Xxxxxx 00000
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ESTABLISHMENT OF A SEPARATE ACCOUNT
Pursuant to the terms of the Restated Custodian Contract dated April
26, 1994 between CMC Fund Trust and U.S. Bank, N.A., (as successor to United
States National Bank of Oregon) (the "Custodian"), the Custodian shall establish
an account with the designation "CMC SHORT TERM BOND FUND." The account shall be
subject to the terms and conditions set forth in the Restated Custodian
Contract.
Dated: January 22, 1998
-----------------
CMC FUND TRUST
By: J. XXXXX XXXXXXX, XX
--------------------
Title: President
0000 X.X. Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxx 00000
U.S. BANK, N.A.
By: XXXX XXXXXX
-----------------
Title: Vice President
000 X.X. Xxx Xxxxxx
Xxxxxxxx, Xxxxxx 00000
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ESTABLISHMENT OF A SEPARATE ACCOUNT
Pursuant to the terms of the Restated Custodian Contract dated April
26, 1994 between CMC Fund Trust and U.S. Bank, N.A. (the "Custodian"), the
Custodian shall establish an account with the designation "CMC INTERNATIONAL
BOND FUND." The account shall be subject to the terms and conditions set forth
in the Restated Custodian Contract.
Dated: June 29, 2000
CMC FUND TRUST
By: XXXX X. XXXXXX
--------------
Title: President
0000 X.X. Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxx 00000
U.S. BANK, N.A.
By: XXXXXX XXXXXX
-----------------
Title: Vice President
000 X.X. Xxx Xxxxxx
Xxxxxxxx, Xxxxxx 00000
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ESTABLISHMENT OF A SEPARATE ACCOUNT
Pursuant to the terms of the Restated Custodian Contract dated April
26, 1994 between CMC Fund Trust and U.S. Bank, N.A. (the "Custodian"), the
Custodian shall establish an account with the designation "CMC FIXED INCOME
SECURITIES FUND." The account shall be subject to the terms and conditions set
forth in the Restated Custodian Contract.
Dated: June 29, 2000
-----------------
CMC FUND TRUST
By: XXXX X. XXXXXX
--------------
Title: President
0000 X.X. Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxx 00000
U.S. BANK, N.A.
By: XXXXXX XXXXXX
-----------------
Title: Vice President
000 X.X. Xxx Xxxxxx
Xxxxxxxx, Xxxxxx 00000
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ESTABLISHMENT OF A SEPARATE ACCOUNT
Pursuant to the terms of the Restated Custodian Contract dated April
26, 1994 between CMC Fund Trust and U.S. Bank, N.A. (the "Custodian"), the
Custodian shall establish an account with the designation "CMC SMALL/MID CAP
FUND." The account shall be subject to the terms and conditions set forth in the
Restated Custodian Contract.
Dated: _____, 2000
CMC FUND TRUST
By:
-----------------
Title: President
0000 X.X. Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxx 00000
U.S. BANK, N.A.
By:
-----------------
Title: Vice President
000 X.X. Xxx Xxxxxx
Xxxxxxxx, Xxxxxx 00000
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