Exhibit 8.A
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:
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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
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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 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.
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Whenever possible, confirmation of the broker or dealer shall be
furnished to the Custodian.
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.
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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 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.
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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 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.
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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.
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.
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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 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 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
-----------------------------------
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
ESTABLISHMENT OF SEPARATE ACCOUNT
Pursuant to the terms of the Restated Custodian Contract dated
June 30, 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
-----------------------------------
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
ESTABLISHMENT OF 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
-----------------------------------
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
CMC Small Cap Fund
2147300
Annual Minimum Fee: $2,500.00
Market Value: .00004
Security Transactions: $12.50
Miscellaneous Charges:
All out-of-pocket expenses including telephone, postage, express mail,
Federal Express, transfer fees, messenger services, global settlement fees,
global holding charges by other banks, charges made by other banks or
Federal Reserve Bank.
Fees will be calculated monthly and charged against account assets. A
summary of fee's taken will also be provided to the Client for review.
The above fee schedule is guaranteed for a period of two years.
Effective December 1, 1995
#56829
CMC High Yield Fund
2405800
Annual Minimum Fee: $2,500.00
Market Value: .00004
Security Transactions: $12.50
Miscellaneous Charges:
All out-of-pocket expenses including telephone, postage, express mail,
Federal Express, transfer fees, messenger services, global settlement fees,
global holding charges by other banks, charges made by other banks or
Federal Reserve Bank.
Fees will be calculated monthly and charged against account assets. A
summary of fee's taken will also be provided to the Client for review.
The above fee schedule is guaranteed for a period of two years.
Effective December 1, 1995
#56869
CMC International Stock Fund
2417100
Annual Minimum Fee: $2,500.00
Market Value: .00004
Security Transactions: $12.50
Miscellaneous Charges:
All out-of-pocket expenses including telephone, postage, express mail,
Federal Express, transfer fees, messenger services, global settlement fees,
global holding charges by other banks, charges made by other banks or
Federal Reserve Bank.
Fees will be calculated monthly and charged against account assets. A
summary of fee's taken will also be provided to the Client for review.
The above fee schedule is guaranteed for a period of two years.
Effective December 1, 1995
#56871
