CUSTODIAN SERVICING AGREEMENT
THIS AGREEMENT is made and entered into as of this ____ day of _______,
1999, by and between The Catholic Alliance Funds, Inc., a Maryland corporation
(hereinafter referred to as the "Fund Company"), and Firstar Bank Milwaukee,
N.A., a national banking association (hereinafter referred to as the
"Custodian").
WHEREAS, the Fund Company is an open-end management investment company
which is registered under the Investment Company Act of 1940, as amended (the
"1940 Act");
WHEREAS, the Fund Company is authorized to create separate series, each
with its own separate investment portfolio; and
WHEREAS, the Fund Company desires that the securities and cash of each
series of the Fund Company listed on EXHIBIT A attached hereto, as may be
amended from time to time (each such series referred to herein individually as a
"Fund" and collectively as the "Funds"), shall be hereafter held and
administered by Custodian pursuant to the terms of this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements herein made, the
Fund Company and Custodian agree as follows:
1. DEFINITIONS
The word "securities" as used herein includes stocks, shares, bonds,
debentures, notes, mortgages or other obligations, and any certificates,
receipts, warrants or other instruments representing rights to receive, purchase
or subscribe for the same, or evidencing or representing any other rights or
interests therein, or in any property or assets.
The words "officers' certificate" shall mean a request or direction or
certification in writing signed in the name of the Fund Company by any two of
the President, a Vice President, the Secretary and the Treasurer of the Fund
Company, or any other persons duly authorized to sign by the Board.
The word "Board" shall mean Board of Directors of The Catholic
Alliance Funds, Inc.
2. NAMES, TITLES, AND SIGNATURES OF THE COMPANY'S OFFICERS
An officer of the Fund Company will certify to Custodian the names and
signatures of those persons authorized to sign the officers' certificates and
the names of the members of the Board, together with any changes which may occur
from time to time.
3. RECEIPT AND DISBURSEMENT OF MONEY
A. Custodian shall open and maintain a separate account or accounts
in the name of each Fund, subject only to draft or order by
Custodian acting pursuant to the terms of this Agreement.
Custodian shall hold in such account or accounts, subject to the
provisions hereof, all cash received by it from or for the
account of the Fund Company. Custodian shall make payments of
cash to, or for the account of, the Fund Company from such cash
only:
(1) For the purchase of securities for the portfolio of a Fund
upon the delivery of such securities to Custodian,
registered in the name of the relevant Fund or of the
nominee of Custodian referred to in Section 7 or in proper
form for transfer;
(2) For the purchase or redemption of shares of the common stock
of a Fund upon delivery thereof to Custodian, or upon proper
instructions from the Fund Company;
(3) For the payment of interest, dividends, taxes, investment
adviser's fees or operating expenses (including, without
limitation thereto, fees for legal, accounting, auditing and
custodian services and expenses for printing and postage);
(4) For payments in connection with the conversion, exchange or
surrender of securities owned or subscribed to by a Fund
held by or to be delivered to Custodian; or
(5) For other proper corporate purposes certified by resolution
of the Board.
Before making any such payment, Custodian shall receive (and may rely
upon) an officers' certificate requesting such payment and stating that it is
for a purpose permitted under the terms of items (a), (b), (c), or (d) of this
Subsection A of this Section 3, and also, in respect of item (e), upon receipt
of an officers' certificate specifying the amount of such payment, setting forth
the purpose for which such payment is to be made, declaring such purpose to be a
proper corporate purpose, and naming the person or persons to whom such payment
is to be made, provided, however, that an officers' certificate need not precede
the disbursement of cash for the purpose of purchasing a money market
instrument, or any other security with same or next-day settlement, if the
President, a Vice President, the Secretary or the Treasurer of the Fund Company
issues appropriate oral or facsimile instructions to Custodian and an
appropriate officers' certificate is received by Custodian within two business
days thereafter.
B. Custodian is hereby authorized to endorse and collect all checks,
drafts or other orders for the payment of money received by
Custodian for the account of each Fund.
C. Custodian shall, upon receipt of proper instructions, make
federal funds available to the Fund Company as of specified times
agreed upon from time to time by the Fund Company and the
Custodian in the amount of checks received in payment for shares
of a Fund which are deposited into such Fund's account.
D. If so directed by the Fund Company, Custodian will invest any and
all available cash in overnight cash-equivalent investments as
specified by the investment manager.
4. SEGREGATED ACCOUNTS
Upon receipt of proper instructions, the Custodian shall establish and
maintain a segregated account(s) for and on behalf of each Fund, into which
account(s) may be transferred cash and/or securities.
5. TRANSFER, EXCHANGE, REDELIVERY, ETC. OF SECURITIES
Custodian shall have sole power to release or deliver any securities
of any Fund of the Fund Company held by it pursuant to this Agreement. Custodian
agrees to transfer, exchange or deliver securities held by it hereunder only:
(A) For sales of such securities for the account of a Fund upon
receipt by Custodian of payment therefore;
(B) When such securities are called, redeemed or retired or otherwise
become payable;
(C) For examination by any broker selling any such securities in
accordance with "street delivery" custom;
(D) In exchange for, or upon conversion into, other securities alone
or other securities and cash whether pursuant to any plan of
merger, consolidation, reorganization, recapitalization or
readjustment, or otherwise;
(E) Upon conversion of such securities pursuant to their terms into
other securities;
(F) Upon exercise of subscription, purchase or other similar rights
represented by such securities;
(G) For the purpose of exchanging interim receipts or temporary
securities for definitive securities;
(H) For the purpose of redeeming in kind shares of common stock of
the Fund upon delivery thereof to Custodian; or
(I) For other proper corporate purposes.
As to any deliveries made by Custodian pursuant to items (a), (b),
(d), (e), (f), and (g), securities or cash receivable in exchange therefor shall
be deliverable to Custodian.
Before making any such transfer, exchange or delivery, Custodian shall
receive (and may rely upon) an officers' certificate requesting such transfer,
exchange or delivery, and stating that it is for a purpose permitted under the
terms of items (a), (b), (c), (d), (e), (f), (g), or (h) of this Section 5 and
also, in respect of item (i), upon receipt of an officers' certificate
specifying the securities to be delivered, setting forth the purpose for which
such delivery is to be made, declaring such purpose to be a proper corporate
purpose, and naming the person or persons to whom delivery of such securities
shall be made, provided, however, that an officers' certificate need not precede
any such transfer, exchange or delivery of a money market instrument, or any
other security with same or next-day settlement, if the President, a Vice
President, the Secretary or the Treasurer of the Fund Company issues appropriate
oral or facsimile instructions to Custodian and an appropriate officers'
certificate is received by Custodian within two business days thereafter.
6. CUSTODIAN'S ACTS WITHOUT INSTRUCTIONS
Unless and until Custodian receives an officers' certificate to the
contrary, Custodian shall: (a) present for payment all coupons and other income
items held by it for the account of each Fund, which call for payment upon
presentation and hold the cash received by it upon such payment for the account
of such Fund; (b) collect interest and cash dividends received, with notice to
the Fund Company, for the account of a Fund; (c) hold for the account of each
Fund hereunder all stock dividends, rights and similar securities issued with
respect to any securities held by it hereunder for the account of such Fund; and
(d) execute, as agent on behalf of the Fund Company, all necessary ownership
certificates required by the Internal Revenue Code of 1986, as amended (the
"Code") or the Income Tax Regulations (the "Regulations") of the United States
Treasury Department (the "Treasury Department") or under the laws of any state
now or hereafter in effect, inserting the name of the appropriate Fund on such
certificates as the owner of the securities covered thereby, to the extent it
may lawfully do so.
7. REGISTRATION OF SECURITIES
Except as otherwise directed by an officers' certificate, Custodian
shall register all securities, except such as are in bearer form, in the name of
a registered nominee of Custodian as defined in the Internal Revenue Code and
any Regulations of the Treasury Department issued thereunder or in any provision
of any subsequent federal tax law exempting such transaction from liability for
stock transfer taxes, and shall execute and deliver all such certificates in
connection therewith as may be required by such laws or regulations or under the
laws of any state. All securities held by Custodian hereunder shall be at all
times identifiable in its records held in an account or accounts of Custodian
containing only the assets of the particular Fund.
The Fund Company shall from time to time furnish to Custodian
appropriate instruments to enable Custodian to hold or deliver in proper form
for transfer, or to register in the name of its registered nominee, any
securities which it may hold for the account of any Fund and which may from time
to time be registered in the name of such Fund or the Fund Company.
8. VOTING AND OTHER ACTION
Neither Custodian nor any nominee of Custodian shall vote any of the
securities held hereunder by or for the account of any Fund, except in
accordance with the instructions contained in an officers' certificate.
Custodian shall deliver, or cause to be executed and delivered, to the Fund
Company all notices, proxies and proxy soliciting materials with respect to such
securities, such proxies to be executed by the registered holder of such
securities (if registered otherwise than in the name of any Fund or the Fund
Company), but without indicating the manner in which such proxies are to be
voted.
9. TRANSFER TAX AND OTHER DISBURSEMENTS
The Fund Company shall pay or reimburse Custodian from time to time
for any transfer taxes payable upon transfers of securities made hereunder, and
for all other necessary and proper disbursements and expenses made or incurred
by Custodian in the performance of this Agreement.
Custodian shall execute and deliver such certificates in connection
with securities delivered to it or by it under this Agreement as may be required
under the provisions of the Internal Revenue Code and any Regulations of the
Treasury Department issued thereunder, or under the laws of any state, to exempt
from taxation any exempt transfers and/or deliveries of any such securities.
10. CONCERNING CUSTODIAN
Custodian shall be paid as compensation for its services pursuant to
this Agreement such compensation as may from time to time be agreed upon in
writing between the two parties. Until modified in writing, such compensation
shall be as set forth in EXHIBIT A attached hereto. Notwithstanding anything to
the contrary, amounts owed by the Fund Company to the Custodian shall only be
paid out of the assets and property of the particular Fund involved.
Custodian shall not be liable for any action taken in good faith and
without negligence and willful misconduct upon any certificate herein described
or certified copy of any resolution of the Board, and may rely on the
genuineness of any such document which it may in good faith believe to have been
validly executed.
The Fund Company agrees to indemnify and hold harmless Custodian and
its nominee from all taxes, charges, expenses, assessments, claims and
liabilities (including reasonable counsel fees) incurred or assessed against it
or by its nominee in connection with the performance of this Agreement, except
such as may arise from a breach by Custodian of any representation or warranty
made under this Agreement or from its or its nominee's own bad faith, negligent
action, negligent failure to act or willful misconduct. In the event of any
advance of cash for any purpose made by Custodian for the benefit of any Fund
resulting from orders or instructions of the Fund Company, any property at any
time held for the account of such Fund shall be security therefor.
Custodian agrees to indemnify and hold harmless the Fund Company from
all charges, expenses, assessments, and claims/liabilities (including reasonable
counsel fees) incurred or assessed against it in connection with the performance
of this Agreement, except such as may arise from the Fund Company's or any
Fund's own bad faith, negligent action, negligent failure to act, or willful
misconduct.
Custodian agrees that obligations assumed by the Fund Company pursuant
to this Agreement shall be limited in all cases to the respective assets of the
Fund with respect to which such obligation relates. Custodian further agrees
that it shall not seek satisfaction of any such obligation from the shareholder
or any individual shareholder of any Fund or any other series of the Fund
Company, nor from the Directors or any individual Director of the Fund Company.
11. SUBCUSTODIANS
Custodian is hereby authorized to engage another bank or trust company
as a subcustodian for all or any part of the Company's assets, so long as any
such bank or trust company is itself qualified under the 1940 Act and the rules
and regulations thereunder and provided further that, if the Custodian utilizes
the services of a subcustodian, the Custodian shall remain fully liable and
responsible for any losses caused to the Fund Company by the subcustodian as
fully as if the Custodian was directly responsible for any such losses under the
terms of this Agreement.
Notwithstanding anything contained herein, if the Fund Company
requires the Custodian to engage specific subcustodians for the safekeeping
and/or clearing of assets, the Fund Company agrees to indemnify and hold
harmless Custodian from all claims, expenses and liabilities incurred or
assessed against it in connection with the use of such subcustodian in regard to
the Fund Company's assets, except as may arise from Custodian's own bad faith,
negligent action, negligent failure to act or willful misconduct.
12. REPORTS BY CUSTODIAN
Custodian shall furnish the Fund Company periodically as agreed upon
with a statement summarizing all transactions and entries for the account of
Fund Company. Custodian shall furnish to the Fund Company, at the end of every
month, a list of the portfolio securities for the Fund showing the aggregate
cost of each issue. The books and records of Custodian pertaining to its actions
under this Agreement shall be open to inspection and audit at reasonable times
by officers of, and by auditors employed by, the Fund Company.
13. TERMINATION OR ASSIGNMENT
This Agreement may be terminated by the Fund Company either in its
entirety or with respect to any particular Fund(s), or by Custodian, on ninety
(90) days notice, given in writing and sent by registered mail to:
c/o Firstar Mutual Fund Services, LLC
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Attention: Relationship Manager
or to the Fund Company at:
The Catholic Alliance Funds, Inc.
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Attention: President
as the case may be. Upon any termination of this Agreement, pending appointment
of a successor to Custodian or a vote of the shareholders of the relevant
Fund(s) to dissolve or to function without a custodian of its cash, securities
and other property, Custodian shall not deliver cash, securities or other
property of such Fund to the Fund Company, but may deliver them to a bank or
trust company of its own selection that meets the requirements of the 1940 Act
as a Custodian for the Fund Company to be held under terms similar to those of
this Agreement, provided, however, that custodian shall not be required to make
any such delivery or payment until full payment shall have been made by the Fund
Company of all liabilities constituting a charge on or against the properties
then held by Custodian or on or against Custodian for the account of or with
respect to the relevant Fund(s), and until full payment shall have been made to
Custodian of all its
fees, compensation, costs and expenses relating to such Fund(s), subject to the
provisions of Section 10 of this Agreement.
This Agreement may not be assigned by Custodian without the consent of
the Fund Company, authorized or approved by a resolution of the Board.
14. DEPOSITS OF SECURITIES IN SECURITIES DEPOSITORIES
No provision of this Agreement shall be deemed to prevent the use by
Custodian of a central securities clearing agency or securities depository,
provided, however, that Custodian and the central securities clearing agency or
securities depository meet all applicable federal and state laws and
regulations, and the Board approves by resolution the use of such central
securities clearing agency or securities depository.
15. RECORDS
Custodian shall keep records relating to its services to be performed
hereunder, in the form and manner, and for such period, as it may deem advisable
and is agreeable to the Fund Company but not inconsistent with the rules and
regulations of appropriate government authorities, in particular Section 31 of
the 1940 Act and the rules thereunder. Custodian agrees that all such records
prepared or maintained by the Custodian relating to the services performed by
Custodian hereunder are the property of the Fund Company and will be preserved,
maintained, and made available in accordance with such section and rules of the
1940 Act and will be promptly surrendered to the Fund Company on and in
accordance with its request.
16. GOVERNING LAW
This Agreement shall be governed by Wisconsin law. However, nothing
herein shall be construed in a manner inconsistent with the 1940 Act or any rule
or regulation promulgated by the Securities and Exchange Commission thereunder.
17. PROPRIETARY AND CONFIDENTIAL INFORMATION
The Custodian agrees on behalf of itself and its directors, officers,
and employees to treat confidentially and as proprietary information of the Fund
Company all records and other information relative to the Fund Company and
prior, present, or potential shareholders of the Fund Company (and clients of
said shareholders), and not to use such records and information for any purpose
other than the performance of its responsibilities and duties hereunder, except
after prior notification to and approval in writing by the Fund Company, which
approval shall not be unreasonably withheld and may not be withheld where the
Custodian may be exposed to civil or criminal contempt proceedings for failure
to comply, when requested to divulge such information by duly constituted
authorities, or when so requested by the Fund Company.
18. NO AGENCY RELATIONSHIP
Nothing herein contained shall be deemed to authorize or empower
Custodian to act as agent for the other party to this Agreement, or to conduct
business in the name of, or for the account of the other party to this
Agreement.
19. YEAR 2000 COMPLIANCE
The Custodian represents and warrants to the Fund Company that the
computer software, computer firmware, computer hardware (whether general or
special purpose) and other similar related items of automated, computerized
and/or software systems that are owned or licensed by the Custodian and will be
utilized by the Custodian or its agents in connection with the provision of
services described in this Agreement are "Year 2000 Compliant" (as defined
below). As used in this Section 19 of this Agreement, the term "Year 2000
Compliant" shall mean the ability of the relevant system to provide all of the
following functions:
A. Process date information before, during and after January 1,
2000, including but not limited to accepting date specific input
data, providing date specific output data, and performing
calculations on dates or portions of dates;
B. Function accurately and without interruption or malfunction
before, during and after January 1, 2000, without any change in
operations associated with the advent of the new millennium and
assuming no other defects, bugs, viruses or other problems
unrelated to Year 2000 compliance issues which disrupt
functionality;
C. Respond to two-digit, year-date input in a way that resolves the
ambiguity as to century and in a disclosed, defined and
predetermined manner; and
D. Store and provide output data of date specific information in
ways that are unambiguous as to century.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by a duly authorized officer or one or more counterparts as of the day
and year first written above.
THE CATHOLIC ALLIANCE FUNDS, INC. FIRSTAR BANK MILWAUKEE, N.A.
By: By:
Attest: Attest:
EXHIBIT A
CUSTODY SERVICES
ANNUAL FEE SCHEDULE - DOMESTIC FUNDS
Separate Series of The Catholic Alliance Funds, Inc.
NAME OF FUND DATE ADDED
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Equity Income Fund ____________, 1999
Large-Cap Growth Fund ____________, 1999
Disciplined Capital Appreciation Fund ____________, 1999
Annual fee based upon [average daily net asset value]?
2 basis points per year
Minimum annual fee per fund - $3,000
Investment transactions (purchase, sale, exchange, tender, redemption, maturity,
receipt, delivery):
$12.00 per book entry security (depository or Federal Reserve system)
$25.00 per definitive security (physical)
$25.00 per mutual fund trade
$75.00 per Euroclear
$ 8.00 per principal reduction on pass-through certificates
$35.00 per option/futures contract
$15.00 per variation margin
$15.00 per Fed wire deposit or withdrawal
Variable Amount Demand Notes: Used as a short-term investment, variable amount
notes offer safety and prevailing high interest rates. Our charge, which is 0.25
of 1%, is deducted from the variable amount note income at the time it is
credited to your account.
Plus reasonable and customary out-of-pocket expenses reported in detail, and
extraordinary expenses approved in advance in writing based upon complexity.
Fees and out-of-pocket expenses are billed to the fund monthly, based upon
market value at the beginning of the month.