Exhibit 5.B
CMC FUND TRUST
CMC INTERNATIONAL STOCK FUND
INVESTMENT ADVISORY CONTRACT
This Agreement is made the 26th day of October, 1993 between CMC FUND
TRUST, an Oregon business trust, (the "Fund") and COLUMBIA MANAGEMENT CO.,
an Oregon corporation having its principal place of business in Portland,
Oregon (the "Adviser"). The Fund is registered as an open-end investment
company pursuant to the Investment Company Act of 1940 (the "Act"). The
Adviser is registered as an investment adviser pursuant to the Investment
Advisers Act of 1940. The Fund has established a second series of shares,
referred to as "CMC International Stock Fund" (the "Series"), and this
Agreement relates to services to be performed by the Adviser with respect
to that Series.
The parties agree as follows:
1. Duties of Adviser. With respect to the Series, the Adviser shall
regularly provide the Fund with research, advice, and supervision with
respect to investment matters and shall furnish continuously an investment
program, recommend what securities shall be purchased or sold and what
portion of the Fund's assets shall be held invested or uninvested, subject
always to the provisions of the Act and the Fund's Declaration of Trust and
Bylaws, and amendments thereto, which amendments shall be furnished to the
Adviser by the Fund. The Adviser shall take any steps necessary or
appropriate to carry out its decisions in regard to the foregoing matters
and the general conduct of the business of the Fund. The Adviser may take
into consideration receipt of research and statistical information and
other services rendered to the Fund in the allocation of commissions from
portfolio brokerage business.
2. Allocation of Charges and Expenses.
(a) With respect to the Series, the Adviser shall pay or reimburse the
Fund for payments made by the Fund for all executive salaries and executive
expenses, office rent of the Fund, ordinary office expenses (other than the
expense of clerical services relating to the administration of the Fund),
and for any other expenses that, if otherwise borne by the Fund, would
cause the Fund to "be deemed to be acting as a distributor of securities of
which it is the issuer, other than through an underwriter," pursuant to
Rule 12b-1 under the Act. The Adviser shall provide investment advisory,
statistical, and research facilities and all clerical services relating to
research, statistical, and investment work with respect to the Series.
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(b) The Adviser shall not be required to pay any expenses of the Fund
other than those enumerated in this Agreement. The Fund will assume all
other costs, including the cost of its custodian, legal, auditing, and
accounting expenses, disinterested directors' fees, taxes, and governmental
fees, interest, brokers' commissions, transaction expenses, cost of stock
certificates, and any other expenses (including clerical expenses) of
issue, sale, repurchase, or redemption of shares, expenses of registering
or qualifying shares for sale, transfer taxes, and all expenses of
preparing the Fund's registration statement and prospectus, and the cost of
printing and delivering to shareholders prospectuses and reports.
3. Compensation of the Adviser. For the services to be rendered, the
facilities to be furnished, and the payments to be made by the Adviser, as
provided in Sections 1 and 2 hereof, for each calendar month the Fund shall
pay to the Adviser a fee computed at the annual rate of .75 of 1 percent of
daily net assets of the Series. If the asset value is not required to be
determined on any particular business day, then for the purposes of this
Section 3, the asset value of a share as last determined shall be deemed to
be the asset value of a share as of the close of business on that day. If
there is no business day in any calendar month, the fee shall be computed
on the basis of the asset value of a share as last determined, multiplied
by the average number of shares outstanding on the last day of the month.
4. Covenants of the Adviser. In connection with purchases or sales of
portfolio securities for the account of the Fund, neither the Adviser nor
any officer, director, or employee of the Adviser shall act as a principal.
The Adviser covenants that it and its employees will comply with investment
restrictions of the Fund's Bylaws applicable to them. If the Adviser or any
of its affiliates give any advice to clients concerning the shares of the
Fund, it will act solely as investment counsel for the clients and not on
behalf of the Fund.
5. Limitation on Liability of Adviser. The Adviser shall not be liable
for any error of judgment or mistake of law or for any loss suffered by the
Fund in connection with the matters to which this agreement relates, except
a loss resulting from willful malfeasance, bad faith, or gross negligence
on the part of the Adviser in the performance of its duties or from
reckless disregard by the Adviser of its obligations and duties under this
Agreement.
6. Duration and Termination of this Agreement.
(a) This Agreement shall remain in force for two years from the date
hereof, and it may be continued from year to year thereafter if approved
annually by a vote of a majority of the Fund's shareholders 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 such approval.
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(b) This Agreement may be terminated at any time without the payment
of any penalty by vote of the trustees of the Fund, by vote of a majority
of the outstanding shares of the Fund, or by the Adviser, on 60 days
written notice to the other party.
(c) This Agreement shall automatically terminate if it is assigned.
The Adviser shall notify the Fund of any change in the officers or
directors of the Adviser within a reasonable time after the change. The
terms "assignment," "vote of a majority of the outstanding voting
securities", and "interested persons" shall have the meanings specified in
the Act.
7. Applicable to Specific Series. The Adviser agrees that, with
respect to any obligation of the Fund under this Agreement, the Adviser
shall look only to the assets of the Series to which this Agreement
relates.
IN WITNESS WHEREOF the parties have caused this Agreement to be
executed as of the day and year first written above.
CMC FUND TRUST
By XXXXXX X. XXXXXXX
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Title: Vice President
COLUMBIA MANAGEMENT CO.
By XXXX X. XXXX
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Title: Senior Vice President
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