Exhibit (g)
CUSTODIAN SERVICING AGREEMENT
CUSTODIAN SERVICING AGREEMENT
THIS AGREEMENT is made and entered into as of this _____ day of April,
1999, by and between The Catholic 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.
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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
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(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.
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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.
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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.
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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. On a daily basis, Custodian shall provide to each
Fund's investment adviser and, if any, sub-adviser with the Fund's beginning
cash balance available for investment purposes. 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:
Firstar Mutual Fund Services, LLC
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Attention: Relationship Manager
or to the Fund Company at:
The Catholic Funds, Inc.
0000 Xxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
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
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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
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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 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
January1, 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.
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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 FUNDS, INC. FIRSTAR BANK MILWAUKEE, N.A.
By: By:
------------------------------- -------------------------
Title: Title:
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EXHIBIT A
CUSTODY SERVICES
ANNUAL FEE SCHEDULE - DOMESTIC FUNDS
Separate Series of The Catholic Funds, Inc.
NAME OF FUND DATE ADDED
Equity Income Fund ____________, 1999
Large-Cap Growth Fund ____________, 1999
Disciplined Capital Appreciation Fund ____________, 1999
Annual fee based upon average daily net asset:
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.
A-1
