Exhibit 9.B
CMC FUND TRUST
CMC INTERNATIONAL STOCK FUND
TRANSFER AGENT AGREEMENT
October 26, 1993
This Agreement is made between CMC FUND TRUST ("Fund"), an Oregon
business trust, and COLUMBIA TRUST COMPANY ("Agent"), an Oregon
corporation, as of October 26, 1993.
Fund is an investment company registered under the Investment Company
Act of 1940, as amended (the "1940 Act"), whose shares are registered for
sale under the Securities Act of 1933, as amended (the "1933 Act");
Fund has established a Series of shares (the "Series"), referred to as
"CMC International Stock Fund"; and
Fund desires to have Agent serve as transfer agent and dividend
disbursing agent for Fund with respect to the Series, and Agent is willing
to serve as transfer agent and dividend disbursing agent for Fund with
respect to the Series.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth, Fund and Agent agree as follows:
1. Appointment. Fund hereby appoints Agent as transfer agent for the
shares of the Fund, as described in the Declaration of Trust of the Fund,
(the "Stock") and dividend disbursing agent for Fund, and Agent agrees to
serve as transfer agent and dividend disbursing agent under the terms and
conditions hereinafter set forth.
2. Documents. Fund has furnished Agent copies of Fund's Declaration of
Trust, investment advisory contract, custodian contract, all account
applications forms, and other eocuments relating to shareholders' accounts
and a certified copy of the resolutions of Fund's Trustees adopting Fund's
form of stock certificate and approving the appointment of Agent hereunder.
Fund shall furnish promptly to Agent a copy of any amendment or supplement
to the above-mentioned documents and any additional documents necessary for
Agent to perform its functions hereunder.
3. Authorized Shares. Fund certifies to Agent that, as of the date
hereof, Fund is authorized to issue an unlimited number of shares.
1
4. Services to be Performed. Agent shall be responsible for performing
the duties of transfer agent and dividend disbursing agent for Fund, which
duties are more fully set forth in Schedule A to this Agreement. All
computer programs and procedures developed by Agent to perform services
required under this Agreement shall remain the exclusive property of Agent.
5. Maintenance of Records; Confidentiality. All records maintained by
Agent as required on Schedule A shall remain the exclusive property of Fund
and shall be preserved and retained by Agent while this Agreement remains
in effect. Agent shall make available during regular business hours all
records and other data created and maintained pursuant to this Agreement
for reasonable audit and inspection by the Fund or any person retained by
Fund. Agent shall treat all records and other information with respect to
Fund with confidence.
6. Compensation. As compensation for the performance of the services
described in parts I and II of Schedule A, Agent shall receive from Fund a
per account fee in the amount set forth in Schedule B, but in no event less
than $1,500 per month. These fees will be charged for any account in
existence during any part of a month, and the fees will be charged for any
part of a month preceding termination of this Agreement. As compensation
for the performance of extra charge services described in part III of
Schedule A, Agent shall be paid by Fund at the rates listed on Schedule B.
Upon request of the Agent, the hourly rates listed on Schedule B may be
adjusted, subject to approval by the Fund's Trustees in accordance with
paragraph 17.
7. Expenses. Fund agrees to pay directly or reimburse Agent for
postage and the procurement or printing of share certificates, statements,
envelopes, checks, reports, tax forms, proxies, or other forms of printed
material required in the performance of its services to Fund under this
Agreement, and Agent agrees that Fund may purchase these materials directly
for use by Agent, subject to prior approval by Agent as to the
compatibility of any materials with Agent's data processing equipment. Fund
agrees to pay directly or reimburse Agent for all freight and other
delivery charges and insurance or bonding charges incurred by Agent in
delivering certificates to shareholders and any and all other out-of-pocket
expenses and charges incurred by Agent in performing services under this
Agreement.
8. Monthly Statement. At the end of each month during the term of this
Agreement and upon termination of this Agreement, Agent will render an
itemized statement to Fund for its fees and expenses under this Agreement.
Payment by Fund is due 10 days from the date the statement is received.
9. Compliance With Governmental Rules and Regulations.
9.1 Agent represents that it is registered with the Securities
and Exchange Commission as a transfer agent under Section 17A of the
Securities Exchange Act of 1934, as amended, and will notify the Fund
promptly if its
2
registration is revoked or if any proceeding is commenced before the
Securities and Exchange Commission with may lead to revocation. Agent shall
be responsible for compliance with all laws, rules, and regulations of
governmental authorities having jurisdiction over transfer agents and their
activities.
9.2 Except for the accuracy of information furnished to Fund by
Agent, Fund assumes full responsibility for the preparation, contents, and
distribution of its prospectuses and for compliance with all applicable
requirements of the 1933 Act, the 1940 Act, and any other laws, rules, or
regulations of governmental authorities with jurisdiction over Fund.
10. References to Agent. Fund shall not circulate any printed matter
that contains any reference to Agent without the prior written approval of
Agent, except printed matter that identifies Agent as transfer agent and
dividend disbursing agent for Fund.
11. Acts of God, National Emergency, etc. Agent shall not be liable
for loss of data, delays, or errors occurring by reasons of circumstances
beyond its control, including but not limited to acts of civil or military
authority, national emergencies, fire, flood, catastrophe, acts of God,
insurrection, war, riot, failure of transportation, communication, or power
supply, or machine breakdown. Agent shall use its best efforts to minimize
the likelihood of damage, loss of data, delays, or errors resulting from
such uncontrollable events, and if damage, loss of data, delays, or errors
occur, Agent shall use its best efforts to mitigate the effects of the
occurrence.
12. Standard of Care. Agent shall at all times act in good faith and
use its best efforts within reasonable limits to insure the accuracy of all
services performed under this Agreement and to absorb all costs for time,
materials, or other expenses necessary to correct any errors made by Agent.
Agent shall not be liable for any loss or damage due to its errors unless
the errors are caused by its gross negligence, bad faith, or willful
misconduct or that of its employees or agents. Fund agrees to pay Agent, at
the rates set forth in Schedule B, for any excess work required by Agent
due to the errors of Fund's employees or representatives or due to
incorrect data furnished to Agent by Fund, Fund's investment adviser, or
Fund's custodian.
13. Instructions and Opinion of Counsel. At any time Agent may apply
to an officer of Fund for instructions and consult counsel for Fund or its
own counsel on any matter arising in connection with this Agreement. Agent
shall not be liable for any action taken or omitted by it in good faith in
accordance with such instructions or with the advice or opinion of such
counsel.
14. Indemnification. Fund shall indemnify and hold Agent harmless from
all loss, cost, damage, and expense, including reasonable expenses for
counsel, incurred by Agent resulting from any claim, demand, action, or
suit in connection with the performance of its duties hereunder or as the
result of acting upon any
3
instruction, advice, or opinion obtained pursuant to paragraph 13 hereof,
upon any other instruction reasonably believed by Agent to have been
properly executed by a duly authorized officer of Fund, or upon any
information, data, records, or documents provided to Agent by Fund, Fund's
investment adviser, or Fund's custodian. This indemnification shall not
apply to actions or omissions constituting gross negligence, bad faith, or
willful misconduct of Agent, its employees, or agents. Prior to confessing
any claim against it which may be subject to this indemnification, Agent
shall give Fund reasonable opportunity to defend against that claim in its
own name or in the name of the Agent.
15. Fidelity Bond. Agent will maintain in force throughout the
duration of this Agreement a fidelity bond that complies with applicable
regulatory requirements, written by a reputable bonding company, covering
theft, embezzlement, forgery, and other acts of malfeasance by Agent, its
employees, or agents in connection with services performed for Fund.
16. Duration and Termination.
16.1 This Agreement shall remain in force until two years from
the date hereof and may be continued from year to year thereafter if
approved annually by a vote of a majority of the Fund's shareholders (as
determined in accordance with the requirements of the 0000 Xxx) or by its
Trustees and in either case a vote of a majority of the Trustees who are
not parties to this Agreement or interested persons of any such party cast
in person at a meeting called for the purpose of voting on approval.
16.2 This Agreement may be terminated at any time without the
payment of any penalty by vote of the Trustees of Fund or by vote of a
majority of the outstanding shares of Fund on 60 days written notice to the
other party. This Agreement may be terminated by Agent upon 180 days
written notice thereof to Fund. Any termination in accordance with this
Agreement shall not affect the rights and obligations of the parties under
paragraphs 11, 12, 13 and 14 hereof. Immediately upon termination of this
Agreement, all records and other data in the possession of Agent which are
the property of Fund shall be furnished to Fund in computer written data
forms as requested by Fund.
16.3 This Agreement shall automatically terminate if it is
assigned, the term "assignment" for this purpose having the meaning defined
in Section 2(a)(4) of the 1940 Act. Agent shall notify Fund of any change
in the officers or directors of Agent within a reasonable time after the
change.
17. Amendments. This Agreement may be amended with the written consent
of Agent and Fund if the amendment has been approved by the Trustees of
Fund, including a majority of the disinterested Trustees.
4
18. Applicable to Specific Series. Agent agrees that, with respect to
any obligation of Fund under this Agreement, Agent shall look only to the
assets of the Series.
19. Notices. Any notice shall be officially given when sent by
registered or certified mail by either party to the following addresses,
provided that either party may notify the other of any changed address to
which such notices should be mailed hereunder:
If to Fund: CMC Fund Trust
0000 XX Xxxxx Xxxxxx
XX Xxx 0000
Xxxxxxxx, Xxxxxx 00000
Attention: President
If to Agent: Columbia Trust Company
0000 XX Xxxxx Xxxxxx
XX Xxx 0000
Xxxxxxxx, Xxxxxx 00000
Attention: President
20. Governing Law. This Agreement shall be construed and enforced in
accordance with and governed by the laws of the State of Oregon.
21. Entire Agreement. This Agreement constitutes the entire agreement
between the parties, supersedes any agreements previously entered into by
them, and may be amended only by written agreement, duly executed on behalf
of the respective parties in accordance with paragraph 17.
IN WITNESS WHEREOF, the parties hereto cause this Agreement to be
duly executed and to become effective as of the date first written above.
CMC FUND TRUST
By XXXXXX X. XXXXXXX
--------------------------------
COLUMBIA TRUST COMPANY
By XXXX X. XXXX
--------------------------------
5
SCHEDULE A
I. Shareholder Services
A. Maintain all shareholder records on electronic data processing
equipment, including:
1. Share balances
2. Account transaction history
3. Names and addresses
4. Certificate records
5. Distribution records
6. Transfer records
7. Over-all control records
B. New Accounts
1. Deposit all moneys received into transfer account maintained
for the Custodian
2. Set up account according to shareholders' instructions as
to:
a. Amount of shares purchased
b. Whether to deliver stock certificates to shareholders
C. Additional Purchases
1. Deposit moneys received into a transfer account maintained
for the Custodian
2. Issue shareholder confirmations
D. Redemptions - Full and Partial
1. Redeem shares upon shareholder request
2. Issue checks for the amount of redemption
3. Issue and mail shareholder confirmations
E. Transfer shares as requested, which includes obtaining necessary
papers and documents to satisfy transfer requirements. On
irregular
6
transfers requiring special legal opinions, such special legal
fees, if any, are to be paid for by the Fund.
F. Prepare and mail certificates as requested by shareholders
G. Process changes, corrections of addresses and registrations
H. Compute distributions, dividends and capital gains
1. Reinvest in additional shares as requested by shareholders
2. Issue checks as requested by shareholders
3. Advise each shareholder of amount of dividends received and
tax status annually
I. Handle replacement of lost certificates
J. Produce transcripts of shareholder account history as required
K. Maintain the controls associated with the computer programs and
manual systems to arrive at the Company's total shares
outstanding
L. Receive mail and perform other administrative functions relating
to transfer agent work
II. Reports and Schedules
A. Daily
1. Name and address changes
2. Name and address additions and deletions
3. Transaction Register
a. Purchases
b. Redemptions
c. Transfer and adjustments
4. Cash reconciliation - Cash received for day
5. Check reconciliation - checks issued for day
7
6. Transaction reconciliation
a. Amount received
b. Total shares purchased
c. Number of purchase transactions
d. Dollar amount redeemed
e. Shares redeemed
f. Number of accounts redeeming
g. Checks issued for redemptions
B. Monthly/Daily
1. Balance list of shareholders in account number sequence
a. Number of shares outstanding for which stock
certificates were issued
b. Number of shares outstanding for which stock
certificates were not issued
c. Total shares outstanding (a + b)
2. a. Purchases, sales and adjustments
b. Certificates issued
c. Certificates, redemptions and transfers
d. Certificates reconciliations by certificate number
C. Monthly
1. Sales by states for month
D. Periodically
1. Alphabetical account listing
III. Extra Charge Services
A. Mailing labels or other mailing services to shareholders
B. Services in connection with any stock splits
C. The computer system is designed to produce almost any display of
statistical management or accounting data in almost any format
desired by the management, auditors or directors. The parameters
of reporting are only limited to the data contained on disc. With
sufficient notice this information is available to management in
accordance with charges as itemized in Schedule B.
8
CMC FUND TRUST
CMC INTERNATIONAL STOCK FUND
SCHEDULE B
BASIC FEE
$1.00 per account per month
TIME AND MATERIAL FOR EXTRA SERVICES
Computer.........................................................At Cost
Key punch........................................................At Cost
Clerical.........................................................At Cost
Programming and Direct
Technical Management..........................................At Cost
Travel and per diem expenses
(Chargeable only when authorized
in advance by Fund)...........................................At Cost
Mailing Services.................................................At Cost
Permanent file supplies, forms,
microfilm, microfiche.........................................At Cost
Any of the above services when performed outside regular working hours of
Agent may be billed at 150 percent of the above.
9
