Exhibit g(13)
SECOND AMENDMENT TO CUSTODIAN CONTRACT
This Amendment to the Custodian Contract is made as of August 1, 2000, by
and between CGM Trust, on behalf of its Series CGM Focus Fund (the "Fund") and
State Street Bank and Trust Company (the "Custodian"). Capitalized terms used in
this Amendment without definition shall have the respective meanings given to
such terms in the Custodian Contract referred to below.
WHEREAS, the Fund and the Custodian entered into a Custodian Contract
dated as of August 29, 1997 (as amended and in effect from time to time, the
"Custodian Contract"); and
WHEREAS, the Fund and the Custodian first amended the Custodian
Contract as of April 29, 1999; and
WHEREAS, the Fund and the Custodian wish to amend the Custodian Contract
to enable the Fund to instruct the Custodian to maintain segregated accounts and
deliver Fund assets in connection with various financial transactions;
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements set forth hereinafter and in the Custodian Contract, the parties
hereby agree to amend the Custodian Contract as follows:
1. Section 2.2 Delivery of Securities
Section 2.2(13) is renumbered Section 2.2(15), and new Sections 2.2(13)
and 2.2(14) are added to the Custodian Contract as follows:
13) For delivery in accordance with the provisions of any agreement
among the Fund on behalf of the Series, the Custodian and a
broker-dealer registered under the Securities Exchange Act of 1934
(the "Exchange Act") and a member of The National Association of
Securities Dealers, Inc. ("NASD"), relating to compliance with the
rules of The Options Clearing Corporation and of any registered
national securities exchange, or of any similar organization or
organizations, regarding escrow or other arrangements in connection
with transactions by the Series of the Fund;
14) For delivery in accordance with the provisions of any agreement
among the Fund on behalf of the Series, the Custodian, and a Futures
Commission Merchant registered under the Commodity Exchange Act,
relating to compliance with the rules of the Commodity Futures
Trading Commission and/or any Contract Market, or any similar
organization or organizations, regarding account deposits in
connection with transactions by the Series of the Fund;
2. Section 2.8 Payment of Fund Moneys
The first sentence of Section 2.8(1) is amended and restated in its
entirety as follows:
1) Upon the purchase of domestic securities, options, futures contracts or
options on futures contracts for the account of the Series but only (a)
against the delivery of such securities or evidence of title to such
options, futures contracts or options on futures contracts to the
Custodian (or any bank, banking firm or trust company doing business in
the United States which is qualified under the Investment Company Act of
1940, as amended, to act as a custodian and has been designated by the
Custodian as its agent for this purpose) registered in the name of the
Series or in the name of a nominee of the Custodian referred to in Section
2.3 hereof or in proper form for transfer.
3. Section 2.8(8) is renumbered to Section 2.8(9), and new Section 2.8(8)
is added to the Custodian Contract as follows:
8) For payment of the amount of dividends received in respect of
securities sold short;
4. Sections 2.13 to 2.18 are renumbered as Sections 2.14 to 2.19, and new
Section 2.13 is added to the Custodian Contract as follows:
2.13 Segregated Account. The Custodian shall upon receipt of Proper
Instructions from the Fund on behalf of the Series establish and maintain
a segregated account or accounts for and on behalf of such Series, into
which account or accounts may be transferred cash and/or securities,
including securities maintained in an account by the Custodian pursuant to
Section 2.12 hereof, (i) in accordance with the provisions of any
agreement among the Fund on behalf of the Series, the Custodian and a
broker-dealer registered under the Exchange Act and a member of the NASD
(or any futures commission merchant registered under the Commodity
Exchange Act), relating to compliance with the rules of The Options
Clearing Corporation and of any registered national securities exchange
(or the Commodity Futures Trading Commission or any registered contract
market), or of any similar organization or organizations, regarding escrow
or other arrangements in connection with transactions by the Series, (ii)
for purposes of segregating cash or government securities in connection
with options purchased, sold or written by the Series or commodity futures
contracts or options thereon purchased or sold by the Series, (iii) for
the purposes of compliance by the Series with the procedures required by
Investment Company Act Release No. 10666, or any subsequent release or
releases of the Securities and Exchange Commission relating to the
maintenance of segregated accounts by registered investment companies and
(iv) for other proper corporate purposes, but only, in the case of clause
(iv), upon receipt of Proper Instructions from the Fund on behalf of the
Series setting forth the purpose or purposes of such segregated account
and declaring such purposes to be a proper corporate purpose.
5. Except as specifically set forth herein, the terms and provisions of the
Custodian Contract continue to apply with full force and effect.
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IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed
in its names on behalf by its duly authorized representative as of the date
first above written.
CGM TRUST,
On behalf of its series,
CGM Focus Fund
By /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
President
STATE STREET BANK AND TRUST COMPANY
By /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Vice Chairman
