FULFILLMENT SERVICING AGREEMENT
THIS AGREEMENT is made and entered into as of this ____ day of _________,
1999, by and between Catholic Financial Services Corporation (hereinafter
referred to where applicable as the "Adviser" or the "Distributor"), The
Catholic Alliance Funds, Inc., a Maryland corporation (hereinafter referred to
as the "Fund Company"), and Firstar Mutual Fund Services, LLC, a limited
liability company organized under the laws of the State of Wisconsin
(hereinafter referred to as "FMFS").
WHEREAS, the Adviser is a registered investment adviser under the
Investment Advisers Act of 1940, as amended;
WHEREAS, the Adviser serves as investment adviser to the Fund Company, a
registered investment company under the Investment Company Act of 1940, as
amended, which is authorized to create separate series of funds;
WHEREAS, the Distributor is a registered broker-dealer under the Securities
Exchange Act of 1934, as amended, and serves as principal distributor of Company
shares;
WHEREAS, FMFS provides fulfillment services to mutual funds;
WHEREAS, the Adviser desires to retain FMFS to provide fulfillment services
for 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").
NOW, THEREFORE, the parties agree as follows:
1. DUTIES AND RESPONSIBILITIES OF FMFS FOR EACH FUND
A. Answer all prospective shareholder calls concerning any Fund.
B. Send all available Fund material requested by the prospect within
24 hours from time of call.
C. Receive and update all Fund fulfillment literature so that the
most current information is sent and quoted.
D. Provide 24 hour answering service to record prospect calls made
after hours (7 p.m. to 8 a.m. CT).
E. Maintain and store Fund fulfillment inventory.
F. Send periodic fulfillment reports to the Fund Company as agreed
upon between the parties.
2. DUTIES AND RESPONSIBILITIES OF THE FUND COMPANY
A. Provide Fund fulfillment literature updates to FMFS as necessary.
B. File with the NASD, SEC and State Regulatory Agencies, as
appropriate, all fulfillment literature for any Fund that the
Fund Company requests FMFS send to prospective shareholders.
C. Supply FMFS with sufficient inventory of fulfillment materials as
requested from time to time by FMFS.
D. Provide FMFS with any sundry information about each Fund in order
to answer prospect questions.
3. INDEMNIFICATION
The Fund Company agrees to indemnify FMFS from any liability arising
out of the distribution of fulfillment literature which has not been approved by
the appropriate Federal and State Regulatory Agencies. FMFS agrees to indemnify
the Fund Company from any liability arising from the improper use of fulfillment
literature during the performance of duties and responsibilities identified in
this agreement. FMFS will be liable for bad faith, negligence or willful
misconduct on its part in its duties under this Agreement.
4. COMPENSATION
The Adviser or the Distributor (the Distributor only through the
collection of sufficient distribution expenses from the relevant Fund(s), if
applicable) agrees to compensate FMFS for the services performed under this
Agreement in accordance with the attached EXHIBIT A. All invoices shall be paid
within ten days of receipt.
5. PROPRIETARY AND CONFIDENTIAL INFORMATION
FMFS 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 FMFS
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.
6. TERMINATION
This Agreement may be terminated by either party upon 30 days written
notice.
FMFS 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(s) to which the obligation relates. FMFS 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.
7. NO AGENCY RELATIONSHIP
Nothing herein contained shall be deemed to authorize or empower FMFS
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.
8. DATA NECESSARY TO PERFORM SERVICES
The Fund Company or its agent, which may be FMFS, shall furnish to
FMFS the data necessary to perform the services described herein at such times
and in such form as mutually agreed upon. If FMFS is also acting in another
capacity for the Fund Company, nothing herein shall be deemed to relieve FMFS of
any of its obligations in such capacity.
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 MUTUAL FUND SERVICES, LLC
By: By:
Attest: Attest:
--------------------------------------------------------------------------------
CATHOLIC FINANCIAL SERVICES
CORPORATION
By:
Attest:
--------------------------------------------------------------------------------
EXHIBIT A
FULFILLMENT SERVICES
FEE SCHEDULE
SEPARATE SERIES OF THE CATHOLIC ALLIANCE FUNDS, INC.
--------------------------------------------------------------------------------
NAME OF SERIES DATE ADDED
--------------------------------------------------------------------------------
Equity Income Fund ____________, 1999
--------------------------------------------------------------------------------
Large-Cap Growth Fund ____________, 1999
--------------------------------------------------------------------------------
Disciplined Capital Appreciation Fund ____________, 1999
--------------------------------------------------------------------------------
ANNUAL FEE SCHEDULE
- Customer Service
- State registration compliance edits
- Literature database
- Record prospect request and profile
- Prospect servicing 8:00 am to 7:00 pm CT
- Recording and transcription of requests received off-hours
- Periodic reporting of leads to client
- Service Fee: $.99/minute
$100/month minimum
$780 one-time set-up
- Assembly and Distribution of Literature Requests
- Generate customized prospect letters
- Assembly and insertion of literature items
- Inventory tracking
- Inventory storage, reporting
- Periodic reporting of leads by state, items requested,
market source
- Service Fee: $.45/lead - insertion of up to 4
items/lead
$.15/addition inserts