EXHIBIT NO. EX-99.g.1
CUSTODIAN AGREEMENT
THIS AGREEMENT made as of the 18th day of November, 1996, between The
Rockland Funds Trust, a Delaware business trust (hereinafter called the
"Company") and Firstar Trust Company, a corporation organized under the laws of
the State of Wisconsin (hereinafter called the "Custodian").
WHEREAS, the Company is an open-ended management investment company which
is registered under the Investment Company Act of 1940, as amended (the "1940
Act");
WHEREAS, the Company is authorized to create separate series, each with its
own separate investment portfolio; and
WHEREAS, the Company desires that the securities and cash of each series of
the Company listed on Schedule A attached hereto (hereinafter collectively
called the "Funds"), as may be amended from time to time, shall be hereafter
held and administered by the Custodian pursuant to the terms of this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements herein made, the
Company and the 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 Company by any two of the
President, a Vice President, the Secretary and the Treasurer of the Company, or
any other persons duly authorized to sign by the Board of Trustees.
The word "Board" shall mean Board of Trustees of The Rockland Funds Trust.
2. NAMES, TITLES, AND SIGNATURES OF THE COMPANY'S OFFICERS
An officer of the Company will certify to the Custodian the names and
signatures of those persons authorized to sign the officers' certificates
described in Section 1 hereof, and the names of the members of the Board of
Trustees, together with any changes which may occur from time to time.
3. RECEIPT AND DISBURSEMENT OF MONEY
A. The Custodian shall open and maintain a separate account or accounts
in the name of the Company, subject only to draft or order by the Custodian
acting pursuant to the terms of this Agreement. The 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 Company. The Custodian shall make payments of
cash to, or for the account of, the Company from such cash only:
(a) for the purchase of securities for the portfolio of a Fund upon the
delivery of such securities to the Custodian, registered in the name
of the Company or of the nominee of the Custodian referred to in
Section 7 or in proper form for transfer;
(b) for the purchase or redemption of shares of common stock of a Fund
upon delivery thereof to the Custodian, or upon proper instructions
from the Company;
(c) 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);
(d) 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 the Custodian; or
(e) for other proper corporate purposes certified by resolution of the
Board of Trustees of the Company.
Before making any such payment, the 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, 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 Company issues appropriate oral
or facsimile instructions to the Custodian and an appropriate officers'
certificate is received by the Custodian within two business days thereafter.
B. The Custodian is hereby authorized to endorse and collect all checks,
drafts or other orders for the payment of money received by the Custodian for
the account of the Company.
C. The Custodian shall, upon receipt of proper instructions, make federal
funds available to the Company as of specified times agreed upon from time to
time by the 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.
4. SEGREGATED ACCOUNTS
Upon receipt of proper instructions, the Custodian shall establish and
maintain segregated accounts for and on behalf of each Fund, into which accounts
may be transferred cash and/or securities.
5. TRANSFER, EXCHANGE, REDELIVERY, ETC. OF SECURITIES
The Custodian shall have sole power to release or deliver any securities of
the Company held by it pursuant to this Agreement. The 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
the Custodian of payment therefor;
(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 a Fund
upon delivery thereof to the Custodian; or
(i) for other proper corporate purposes.
As to any deliveries made by the Custodian pursuant to items (a), (b), (d),
(e), (f), and (g), securities or cash receivable in exchange therefor shall be
deliverable to the Custodian.
Before making any such transfer, exchange or delivery, the 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 Company issues appropriate oral
or facsimile instructions to the Custodian and an appropriate officers'
certificate is received by the Custodian within two business days thereafter.
6. THE CUSTODIAN'S ACTS WITHOUT INSTRUCTIONS
Unless and until the Custodian receives an officers' certificate to the
contrary, the Custodian shall: (a) present for payment all coupons and other
income items held by it for the account of a Fund 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 Company, for the account of a Fund; (c)
hold for the account of a Fund hereunder all stock dividends, rights and similar
securities issued with respect to any securities held by it hereunder, and (d)
execute, as agent on behalf of the Company, all necessary ownership certificates
required by the Internal Revenue Code (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 Company's name 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, the Custodian
shall register all securities, except such as are in bearer form, in the name of
a registered nominee of the Custodian as defined in the 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 the Custodian hereunder shall be at
all times held in an account or accounts of the Custodian containing only the
assets of the Company.
The Company shall from time to time furnish to the Custodian appropriate
instruments to enable the 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 the Company and which may from time to time
be registered in the name of the Company.
8. VOTING AND OTHER ACTION
Neither the Custodian nor any nominee of the Custodian shall vote any of
the securities held hereunder by or for the account of the Company, except in
accordance with the instructions contained in an officers' certificate. The
Custodian shall deliver, or cause to be executed and delivered, to the 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 the Company), but
without indicating the manner in which such proxies are to be voted.
9. TRANSFER TAX AND OTHER DISBURSEMENTS
The Company shall pay or reimburse the 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 the
Custodian in the performance of this Agreement.
The 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 Code and any Regulations of the Treasury Department
issued thereunder, or under the laws of any state, to exempt from taxation any
exemptible transfers and/or deliveries of any such securities.
10. CONCERNING THE CUSTODIAN
The 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 Schedule B attached hereto.
The Custodian shall not be liable for any action taken in good faith 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 Company agrees to indemnify and hold harmless the 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 its or its nominee's own bad faith, negligent action, negligent
failure to act or willful misconduct. The Custodian is authorized to charge any
account of the Fund for such items.
In the event of any advance of cash for any purpose made by the Custodian
resulting from orders or instructions of the Company, or in the event that the
Custodian or its nominee shall incur or be assessed any taxes, charges,
expenses, assessments, claims or liabilities in connection with the performance
of this Agreement, except such as may arise from its or its nominee's own bad
faith, negligent action, negligent failure to act or willful misconduct, any
property at any time held for the account of the Company shall be security
therefor.
The Custodian agrees to indemnify and hold harmless the 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 Company's own bad faith,
negligent action, negligent failure to act or willful misconduct.
11. SUBCUSTODIANS
The 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 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 Company requires the
Custodian to engage specific subcustodians for the safekeeping and/or clearing
of assets, the Company agrees to indemnify and hold harmless the Custodian from
all claims, expenses and liabilities incurred or assessed against it in
connection with the use of such subcustodian in regard to the Company's assets,
except as may arise from the Custodian's own bad faith, negligent action,
negligent failure to act or willful misconduct.
12. REPORTS BY THE CUSTODIAN
The Custodian shall furnish the Company periodically as agreed upon with a
statement summarizing all transactions and entries for the account of the
Company. The Custodian shall furnish to the Company, at the end of every month,
a list of the portfolio securities for each Fund showing the aggregate cost of
each issue. The books and records of the 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 Company.
13. TERMINATION OR ASSIGNMENT
This Agreement may be terminated by the Company, or by the Custodian, on
ninety (90) days notice, given in writing and sent by registered mail to the
Custodian at X.X. Xxx 0000, Xxxxxxxxx, Xxxxxxxxx 00000, or to the Company at 000
Xxxxx Xxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000, as the case may be. Upon any
termination of this Agreement, pending appointment of a successor to the
Custodian or a vote of the shareholders of the Company to dissolve or to
function without a custodian of its cash, securities and other property, the
Custodian shall not deliver cash, securities or other property of the Company to
the Company, but may deliver them to a bank or trust company of its own
selection that meets the requirements of the 1940 Act to act as a Custodian for
the Company to be held under terms similar to those of this Agreement, provided,
however, that the Custodian shall not be required to make any such delivery or
payment until full payment shall have been made by the Company of all
liabilities constituting a charge on or against the properties then held by the
Custodian or on or against the Custodian, and until full payment shall have been
made to the Custodian of all its fees, compensation, costs and expenses, subject
to the provisions of Section 10 of this Agreement.
This Agreement may not be assigned by the Custodian without the consent of
the Company, authorized or approved by a resolution of its Board of Trustees.
14. DEPOSITS OF SECURITIES IN SECURITIES DEPOSITORIES
No provision of this Agreement shall be deemed to prevent the use by the
Custodian of a central securities clearing agency or securities depository,
provided, however, that the Custodian and the central securities clearing agency
or securities depository meet all applicable federal and state laws and
regulations, and the Board of Trustees of the Company approves by resolution the
use of such central securities clearing agency or securities depository.
15. RECORDS
The 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 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. The Custodian agrees that all such
records prepared or maintained by the Custodian relating to the services
performed by the Custodian hereunder are the property of the 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 Company on and in
accordance with its request.
16. MISCELLANEOUS
The captions in this Agreement are included for convenience of reference
only and in no way define or limit any of the provisions hereof or otherwise
affect their construction or effect. If any provision of this Agreement shall
be held invalid by a court or regulatory agency decision, statute, rule, or
otherwise, the remainder of this Agreement shall not be affected thereby. 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 SEC thereunder. This Agreement constitutes the entire
Agreement of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first above-written by their respective officers
thereunto duly authorized.
Executed in several counterparts, each of which is an original.
FIRSTAR TRUST COMPANY
By: /s/Xxxxxxx XxXxx
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Attest:
/s/Xxxx X. Xxxx
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THE ROCKLAND FUNDS TRUST
By: /s/Xxxxxxx X. Xxxxxx, President
-------------------------------
Xxxxxxx X. Xxxxxx, President
Attest:
/s/Xxxx Severem
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Schedule A
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SEPARATE SERIES OF THE ROCKLAND FUNDS TRUST
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Name of Series Date Added
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The Rockland Growth Fund November 18, 1996
- Retail Class
- Institutional Class
Schedule B
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MUTUAL FUND CUSTODIAL AGENT SERVICE
DOMESTIC PORTFOLIOS
ANNUAL FEE SCHEDULE
FUND GROUPS LESS THAN $500 MILLION
Annual fee based on market value of assets:
o $ 0.20 per $1,000 (2.0 basis points)
Minimum annual fee per fund: $3,000
Investment transactions: (purchase, sale, exchange, tender, redemption,
maturity, receipt delivery)
o $ 12.00 per book entry security (depository or Federal Reserve system)
o $ 25.00 per definitive security (physical)
o $ 75.00 per Euroclear
o $ 8.00 per principal reduction on pass-through certificates
o $ 35.00 per option/future contracts
Variable Amount Notes: Used as a short-term investment, variable amount notes
offer safety and prevailing high interest rates. Our chare, which is 1/4 of 1%,
is deducted from the variable amount note income at the time it is credited to
your account
Extraordinary expenses: Based on time and complexity involved
Out-of-pocket expenses charged to the account include but are not limited to:
o $ 10.00 per variation margin transaction
o $ 10.00 per Fed wire deposit or withdrawal
Fees are billed monthly, based on market value at the beginning of the month
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