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Exhibit 23 (g)
Form of Custodian Agreement
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CUSTODIAN AGREEMENT
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THIS AGREEMENT made on April. 24, 1994, between California Investment Trust Fund
Group, which currently consists of two diversified, open-end management
investment companies, both organized as Massachusetts business trusts
(hereinafter called the ("Funds"), and FIRSTAR TRUST COMPANY, a corporation
organized under the laws of the State of Wisconsin (hereinafter called
"Custodian").
WITNESSETH:
WHEREAS, the Fund desires that its securities and cash 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 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 Funds by any two of the
President, a Vice President, the Secretary and the Treasurer of the Funds, or
any other persons duly authorized to sign by the Boards of Trustees.
The word "Boards" shall mean Boards of Trustees of California Investment
Trust Fund Group.
2. Names, Titles, and Signatures of the Officers
An officer of the Funds will certify to 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 Boards of Trustees,
together with any changes which may occur from time to time.
In the event that the California Investment Trust Fund Group establishes
one or more series of shares with respect to which it desires to have Custodian
render custodian services, under the terms hereof, it shall so notify Custodian
in writing, and if Custodian agrees in writing to provide such services, such
series will be subject to the terms and conditions of this Agreement. The Funds
currently covered by this Agreement are: The California Tax-Free Income Fund,
the California Tax-Free Money Market Fund, the U.S. Government Securities Fund,
The United States Treasury Trust, the California Insured TaxFree Income Fund,
the S&P 500 index Fund and the S&P MidCap Index Fund.
3. Receipt and Disbursement of Money
A. Custodian shall open and maintain a separate account or accounts in the
name of each of the Funds, 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 each of the Funds. Custodian shall make payments of cash to, or
for the account of, each of the Funds from such cash only:
(a) for the purchase of securities for the portfolio of the Funds upon the
delivery of such securities to Custodian, registered in the name of
the Funds or of the nominee of Custodian referred to in Section 7 or
in proper form for transfer;
(b) for the purchase or redemption of shares of the common stock of the
Funds upon delivery thereof to Custodian, or upon proper instructions
from the California Investment Trust Fund Group;
(c) for the payment of interest, dividends, taxes, investment adviser's
fees or operating expenses (including, without limitation thereto,
fees for legal, accounting, auditing, transfer agency 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 the Funds held by or to be
delivered to Custodian; or
(e) for other proper corporate purposes certified by resolution of the
Boards of Trustees of the California Investment Trust Fund Group, 00
Xxxxxxxxxx Xxxxxx, Xxxxx 0000. Xxx Xxxxxxxxx. Xxxxxxxxxx 00000.
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, 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 Funds issues appropriate oral
instructions confirmed in writing 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 of the Funds.
C. Custodian shall, upon receipt of proper instructions, make federal funds
available to each of the Funds as of specified times agreed upon from time to
time by the Funds and the custodian in the amount of checks received in payment
for shares of any of the Funds which are deposited into the appropriate Fund's
account.
4. Segregated Accounts
Upon receipt of proper instructions, the Custodian shall establish and
maintain a segregated account(s) for and on behalf of each of the Funds, 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 for
each of the Funds 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 the Funds 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
Funds 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),
(a). (f), and (g), securities or cash receivable in exchange therefore 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 Funds issues appropriate oral
instructions confirmed in writing 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 of the Funds, which call for payment
upon presentation and hold the cash received by it upon such payment for the
account of the Funds; (b) collect interest and cash dividends received, with
notice to the appropriate Fund, for the account of that fund; (c) hold for the
account of each of the Funds 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 each of the Funds, all necessary ownership
certificates required. by the internal Revenue Code or the income Tax
Regulations of the United States Treasury Department or under the laws of any
state now or hereafter in effect, inserting the appropriate Fund'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, 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 hereunder 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. Custodian shall maintain its records so that securities held
by it hereunder shall be at all times identifiable in its records.
The Funds 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 of the Funds and which may from time to time be
registered in the name of the appropriate Fund.
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 of the Funds, except in
accordance with the instructions contained in an officers' certificate.
Custodian shall deliver, or cause to be executed and delivered, to the Funds all
notices, proxies and proxy soliciting materials with relation to such
securities, such proxies to be executed by the registered holder of such
securities (if registered otherwise than in the name of the particular Fund),
but without indicating the manner in which such proxies are to be voted.
9. Transfer Tax and Other Disbursements
The Funds shall bay 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 exemptible 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.
Custodian shall not be liable for any action taken in good faith and with
reasonable care 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.
Each of the Funds agrees to indemnify and hold harmless Custodian and its
nominee from all taxes, charges, expenses, assessments, claims and liabilities
(including 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 negligent action, negligent failure to act or willful
misconduct. Custodian is authorized to charge any account of the Funds for such
items. In the event of any advance of cash for any purpose made by Custodian
resulting from orders or instructions of any one of the Funds, or in the event
that 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
negligent action, negligent failure to act or willful misconduct, any property
at any time held for the account of any one of the Funds shall be security
therefore.
Custodian agrees to indemnify and hold harmless each of the Funds from all
taxes, charges, expenses, assessments, claims and liabilities (including counsel
fees) incurred or assessed against any Fund as a result of the negligent action,
negligent failure to act or willful misconduct of Custodian, and in connection
with the performance of this Agreement.
11. Subcustodians
Custodian is hereby authorized to engage another bank or trust company as a
Subcustodian for all or any part of any one of the Fund's assets, so long as any
such bank or trust company is a bank or trust company organized under the laws
of any state of the United States, having an aggregate capital, surplus and
undivided profit, as shown by its last published report, of not less than Two
Million Dollars ($2.000.000) 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 any one of the Funds by the
Subcustodian as fully as if the Custodian was directly responsible for any such
losses under the terms of the Custodian Agreement.
Notwithstanding anything contained herein, if any one of the Funds requires
the Custodian to engage specific Subcustodians for the safekeeping and/or
clearing of assets, the particular Fund(s) 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 each affected
Fund's assets, except as may arise from its own negligent action, negligent
failure to act or willful misconduct.
12. Reports by Custodian
Custodian shall furnish the Funds periodically as agreed upon with a
statement summarizing all transactions and entries for the account of each of
the Funds. Custodian shall furnish to the Funds, at the end of every month, a
list of the portfolio securities 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 of
auditors employed by, any one of the Funds.
13. Termination or Assignment
This Agreement may be terminated by the Funds, or by Custodian, on ninety
(90) days notice, given in writing and sent by registered mail to Custodian at
X.X. Xxx 0000, Xxxxxxxxx, Xxxxxxxxx 00000, or to the Funds at 00 Xxxxxxxxxx
Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, 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 Funds 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 any one of the Funds to the
particular Fund, but may deliver them to a bank or trust company of its own
selection, having an aggregate capital, surplus and undivided profits, as shown
by its last published report of not less than Two Million Dollars ($2,000,000)
as a Custodian for the particular Fund(s) to be held under terms similar to
those of this Agreement, provided, however, that until full payment shall have
been made by each Fund of all liabilities constituting a charge on or against
the properties then held by Custodian or on or against Custodian, and until full
payment shall have been made to Custodian of all its fees, compensation, costs
and expenses, subject to the provisions of Section 10 of this Agreement,
Custodian shall have a security interest in and shall have a right of setoff
against properties then held by Custodian for the account of any one of the
Funds.
This Agreement may not be assigned by Custodian without the consent of the
Funds, authorized or approved by a resolution of its Boards of Trustees.
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 Boards of Trustees of the Funds approves by resolution the
use of such central securities clearing agency or securities depository.
15. Records
To the extent that Custodian in any capacity prepares or maintains any
records required to be maintained and preserved by the Funds pursuant to the
provisions of the Investment Company Act of 1940. as amended. or the rules and
regulations promulgated thereunder. Custodian agrees to make any such records
available to any one of the Funds upon request and to preserve such records for
the periods prescribed in Rule 31a-2 under the Investment Company Act of 1940.
as amended. All such records shall be the property of the Funds.
16. Limitation of Liability of the Trustees and Shareholders
Custodian acknowledges that it has received notice of and accepts the
limitations of the Trusts' liability set forth in Article VIII of their
Agreements and Declarations of Trust. Custodian agrees that the Trusts'
obligations hereunder shall be limited to the Trusts and that Custodian shall
not seek satisfaction of any such obligation from the shareholders of the Trusts
nor from any Trustee. Officer, employee, or agent of the Trusts.
IN WITNESS WHEREOF. the parties hereto have caused this Agreement to be
executed and their respective corporate seals to be affixed hereto as of the
date first above-written by their respective officers thereunto duly authorized.
Executed in several counterparts; each of which is an original.
Attest: Firstar Trust Company
____________________________ By _________________________________
Assistant Secretary Vice President
Attest: California Investment Trust Fund Group
____________________________ By _________________________________
FIRSTAR TRUST COMPANY
MUTUAL FUND SERVICES
CALIFORNIA INVESTMENT TRUST
Annual Custody Fee Schedule for
Domestic Portfolios
Effective June 1, 1994
thru June 1, 1997
o Annual fee based on market value of assets
$0.15 per $1,000 (1 1/2 basis points)
o 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)
$75.00 per Euroclear
$ 8.00 per principal reduction on pass-through certificates
$35.00 per option/futures contract
$ 7.50 per variation margin transaction
$ 7.50 per Fed wire deposit or withdrawal
o Variable Amount Notes: Used as a short-term investment, variable amount
notes offer safety and prevailing high interest rates. Our charge, which is
1/4 of 1%, is deducted from the variable amount note income at the time it
is credited to your account.
o Extraordinary expenses: Based on time and complexity involved.
o Out-of-pocket expenses: Charged to the account.
o Fees are billed quarterly, based on market value at the beginning of the
quarter.
