TRANSFER AGENT SERVICING AGREEMENT
THIS AGREEMENT is made and entered into as of this ___ day of _______,
1999, by and between The Catholic Alliance Funds, 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 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;
WHEREAS, FMFS is a trust company and, among other things, is in the
business of administering transfer and dividend disbursing agent functions for
the benefit of its customers; and
WHEREAS, the Fund Company desires to retain FMFS to provide transfer and
dividend disbursing agent services to 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 as a "Fund" and collectively as the "Funds").
NOW, THEREFORE, in consideration of the mutual agreements herein made, the
Fund Company and FMFS agree as follows:
1. APPOINTMENT OF TRANSFER AGENT
The Fund Company hereby appoints FMFS as transfer agent of each Fund
on the terms and conditions set forth in this Agreement, and FMFS hereby accepts
such appointment and agrees to perform the services and duties set forth in this
Agreement in consideration of the compensation provided for herein
2. DUTIES AND RESPONSIBILITIES OF FMFS
FMFS shall, on behalf of each Fund, perform all of the customary
services of a transfer agent and dividend disbursing agent, and as relevant,
agent in connection with accumulation, open account or similar plans (including
without limitation any periodic investment plan or periodic withdrawal program),
including but not limited to:
A. Receive orders for the purchase of shares;
B. Process purchase orders with prompt delivery, where appropriate,
of payment and supporting documentation to the Fund Company's
custodian, and issue the appropriate number of uncertificated
shares with such uncertificated shares being held in the
appropriate shareholder account;
C. Arrange for issuance of shares obtained through transfers of
funds from Shareholders' accounts at financial institutions and
arrange for the exchange of shares for shares of other eligible
investment companies, when permitted by the Prospectus for the
relevant Fund(s).
D. Process redemption requests received in good order and, where
relevant, deliver appropriate documentation to the Fund Company's
custodian;
E. Pay monies upon receipt from the Fund Company's custodian, where
relevant, in accordance with the instructions of redeeming
shareholders;
F. Process transfers of shares in accordance with the shareholder's
instructions;
G. Process exchanges between Funds and/or, if any, classes of shares
of Funds, and process exchanges of shares between the Funds and
the Firstar Money Market Fund, if applicable;
H. Prepare and transmit payments for dividends and distributions
declared by the Fund Company with respect to a Fund, after
deducting any amount required to be withheld by any applicable
laws, rules and regulations and in accordance with shareholder
instructions;
I. Make changes to shareholder records, including, but not limited
to, address changes in plans (i.e., systematic withdrawal,
automatic investment, dividend reinvestment, etc.);
J. Record the issuance of shares of each Fund and maintain, pursuant
to Rule 17Ad-10(e) promulgated under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), a record of the total
number of shares of each Fund which are authorized, issued and
outstanding;
K. Prepare shareholder meeting lists and, if applicable, mail,
receive and tabulate proxies;
L. Mail shareholder reports and prospectuses to current
shareholders;
M. Prepare and file U.S. Treasury Department Forms 1099 and other
appropriate information returns required with respect to
dividends and distributions for all shareholders;
N. Provide shareholder account information upon request and prepare
and mail confirmations and statements of account to shareholders
for all purchases, redemptions and other confirmable transactions
as agreed upon with the Fund Company;
O. Mail requests for shareholders' certifications under penalties of
perjury and pay on a timely basis to the appropriate Federal
authorities any taxes to be withheld on dividends and
distributions paid by each Fund, all as required by applicable
Federal tax laws and regulations;
P. Provide a Blue Sky System which will enable the Fund Company to
monitor the total number of shares of each Fund sold in each
state. In addition, the Fund Company or its agent, including
FMFS, shall identify to FMFS in writing those transactions and
assets to be treated as exempt from the Blue Sky reporting for
each state. The responsibility of FMFS for the Fund Company's
Blue Sky state registration status is solely limited to the
initial compliance by the Fund Company and the reporting of such
transactions to the Fund Company or its agent;
Q. Answer correspondence from shareholders, securities brokers and
others relating to FMFS's duties hereunder and such other
correspondence as may from time to time be mutually agreed upon
between FMFS and the Fund Company.
R. Provide reports mutually agreeable in form and frequency to the
Fund Company's Distributor calculating and detailing sales
commissions payable with respect to shares of the Funds sold for
the relevant period.
3. COMPENSATION
The Fund Company agrees to pay FMFS for the performance of the duties
listed in this Agreement as set forth on EXHIBIT A attached hereto.
These fees and reimbursable expenses may be changed from time to time
subject to mutual written agreement between the Fund Company and FMFS.
The Fund Company agrees to pay all fees and reimbursable expenses
within ten (10) business days following the receipt of the billing notice.
Notwithstanding anything to the contrary, amounts owed by the Fund
Company to FMFS shall only be paid out of assets and property of the particular
Fund involved.
4. REPRESENTATIONS OF FMFS
FMFS represents and warrants to the Fund Company that:
A. It is a limited liability company duly organized, existing and in
good standing under the laws of Wisconsin;
B. It is a registered transfer agent under the Exchange Act;
C. It is duly qualified to carry on its business in the State of
Wisconsin;
D. It is empowered under applicable laws and by its charter and
bylaws to enter into and perform this Agreement;
E. All requisite corporate proceedings have been taken to authorize
it to enter and perform this Agreement;
F. It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and
obligations under this Agreement; and
G. It will comply with all applicable requirements of the Securities
Act of 1933, as amended, and the Exchange Act, the 1940 Act, and
any laws, rules, and regulations of governmental authorities
having jurisdiction over it and its duties and activities
contemplated by this Agreement.
H. 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 FMFS and are utilized by FMFS 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 4.H of this Agreement, the term "Year 2000
Compliant" shall mean the ability of the relevant system to
provide all of the following functions:
(1) 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;
(2) 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;
(3) 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
(4) Store and provide output data of date specific information
in ways that are unambiguous as to century.
5. REPRESENTATIONS OF THE FUND COMPANY
The Fund Company represents and warrants to FMFS that:
A. The Fund Company is an open-end, diversified, management
investment company under the 1940 Act;
B. The Fund Company is a corporation, organized, existing, and in
good standing under the laws of Maryland;
C. The Fund Company is empowered under applicable laws and by its
Articles of Incorporation and Bylaws to enter into and perform
this Agreement;
D. All necessary proceedings required by the Articles of
Incorporation have been taken to authorize it to enter into and
perform this Agreement;
E. The Fund Company will comply with all applicable requirements of
the Securities Act, the Exchange Act, the 1940 Act, and any laws,
rules and regulations of governmental authorities having
jurisdiction over the Fund Company and its activities; and
F. A registration statement under the Securities Act will be made
effective and will remain effective with respect to all shares of
each Fund being offered for sale.
6. COVENANTS OF THE FUND COMPANY AND FMFS
The Fund Company shall furnish FMFS a certified copy of the resolution
of the Board of Directors of the Fund authorizing the appointment of FMFS and
the execution of this Agreement. The Fund Company shall provide to FMFS a copy
of its Articles of Incorporation and Bylaws, and all amendments thereto.
FMFS shall keep records relating to the services to be performed
hereunder, in the form and manner as it may deem advisable. To the extent
required by Section 31 of the 1940 Act, and the rules thereunder, FMFS agrees
that all such records prepared or maintained by FMFS relating to the services to
be performed by FMFS hereunder are the property of the Fund Company and will be
preserved, maintained and made available in accordance with such section and
rules and will be surrendered to the Fund Company on and in accordance with its
request.
7. PERFORMANCE OF SERVICE; LIMITATION OF LIABILITY
FMFS shall exercise reasonable care in the performance of its duties
under this Agreement. FMFS shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Fund Company or any Fund in
connection with matters to which this Agreement relates, including losses
resulting from mechanical breakdowns or the failure of communication or power
supplies beyond FMFS's control, except a loss arising out of or relating to a
breach of any representation or warranty made by FMFS under this Agreement or
FMFS's refusal or failure to comply with the terms of this Agreement or from bad
faith, negligence, or willful misconduct on its part in the performance of its
duties under this Agreement. Notwithstanding any other provision of this
Agreement, if FMFS has exercised reasonable care in the performance of its
duties under this Agreement, the Fund Company shall indemnify and hold harmless
FMFS from and against any and all claims, demands, losses, expenses, and
liabilities (whether with or without basis in fact or law) of any and every
nature (including reasonable attorneys' fees) which FMFS may sustain or incur or
which may be asserted against FMFS by any person arising out of any action taken
or omitted to be taken by it in performing the services hereunder, except for
any and all claims, demands, losses, expenses, and liabilities arising out of or
relating to a breach of any representation or warranty made by FMFS under this
Agreement or FMFS's refusal or failure to comply with the terms of this
Agreement or from bad faith, negligence or from willful misconduct on its part
in performance of its duties under this Agreement, (i) in accordance with the
foregoing standards, or (ii) in reliance upon any written or oral instruction
provided to FMFS by any duly authorized officer of the Fund Company, such duly
authorized officer to be included in a list of authorized officers furnished to
FMFS and as amended from time to time in writing by resolution of the Board of
Directors of the Fund Company.
FMFS shall indemnify and hold the Fund Company harmless from and
against any and all claims, demands, losses, expenses, and liabilities (whether
with or without basis in fact or law) of any and every nature (including
reasonable attorneys' fees) which the Fund Company may sustain or incur or which
may be asserted against the Fund Company by any person arising out of a breach
of any representation or warranty made by FMFS under this Agreement or any
action taken or omitted to be taken by FMFS as a result of FMFS's refusal or
failure to comply with the terms of this Agreement, its bad faith, negligence,
or willful misconduct.
In the event of a mechanical breakdown or failure of communication or
power supplies beyond its control, FMFS shall take all reasonable steps to
minimize service interruptions for any period that such interruption continues
beyond FMFS's control. FMFS will make every reasonable effort to restore any
lost or damaged data and correct any errors resulting from such a breakdown at
the expense of FMFS. FMFS agrees that it shall, at all times, have reasonable
contingency plans with appropriate parties, making reasonable provision for
emergency use of electrical data processing equipment to the extent appropriate
equipment is available. Representatives of the Fund Company shall be entitled to
inspect FMFS's premises and operating capabilities at any time during regular
business hours of FMFS, upon reasonable notice to FMFS.
Regardless of the above, FMFS reserves the right to reprocess and
correct administrative errors at its own expense.
In order that the indemnification provisions contained in this section
shall apply, it is understood that if in any case the indemnitor may be asked to
indemnify or hold the indemnitee harmless, the indemnitor shall be fully and
promptly advised of all pertinent facts concerning the situation in question,
and it is further understood that the indemnitee will use all reasonable care to
notify the indemnitor promptly concerning any situation which presents or
appears likely to present the probability of a claim for indemnification. The
indemnitor shall have the option to defend the indemnitee against any claim
which may be the subject of this indemnification. In the event that the
indemnitor so elects, it will so notify the indemnitee and thereupon the
indemnitor shall take over complete defense of the claim, and the indemnitee
shall in such situation initiate no further legal or other expenses for which it
shall seek indemnification under this section. The indemnitee shall in no case
confess any claim or make any compromise in any case in which the indemnitor
will be asked to indemnify the indemnitee except with the indemnitor's prior
written consent.
FMFS agrees that obligations assumed by the Fund Company pursuant to
this Agreement shall be limited in all cases to the respective assets and
properties of the particular Fund(s) to which the liability 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 of any other series
of the Fund Company, nor from the Directors or any individual Director of the
Fund Company.
8. 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 (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 after
being requested to divulge such information by duly constituted authorities, or
when so requested by the Fund Company.
9. TERM OF AGREEMENT
This Agreement shall become effective as of the date hereof and,
unless sooner terminated as provided herein, shall continue automatically in
effect for successive annual periods. The Agreement may be terminated by either
party (in the case of Fund Company, either in its entirety or with respect to
any particular Fund(s)) upon giving ninety (90) days prior written notice to the
other party or such shorter period as is mutually agreed upon by the parties.
However, this Agreement may be amended by mutual written consent of the parties.
10. NOTICES
Notices of any kind to be given by either party to the other party
shall be in writing and shall be duly given if mailed or delivered as follows:
Notice to FMFS shall be sent to:
Firstar Mutual Fund Services, LLC
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Attention: Relationship Manager
and notice to the Fund Company shall be sent to:
The Catholic Alliance Funds, Inc.
0000 Xxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Attention: President
11. DUTIES IN THE EVENT OF TERMINATION
In the event that, in connection with termination, a successor to any
of FMFS's duties or responsibilities hereunder is designated by the Fund Company
by written notice to FMFS, FMFS will promptly, upon such termination and at the
expense of the Fund Company, transfer to such successor all relevant books,
records, correspondence, and other data established or maintained by FMFS under
this Agreement in a form reasonably acceptable to the Fund Company (if such form
differs from the form in which FMFS has maintained, the Fund Company shall pay
any expenses associated with transferring the data to such form), and will
cooperate in the transfer of such duties and responsibilities, including
provision for assistance from FMFS's personnel in the establishment of books,
records, and other data by such successor.
12. GOVERNING LAW
This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the State of Wisconsin.
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.
13. STOCK CERTIFICATES
If at any time the Fund Company issues stock certificates for any
Fund, the following provisions will apply:
A. In the case of the loss or destruction of any certificate
representing shares, no new certificate shall be issued in lieu
thereof, unless there shall first have been furnished an
appropriate bond of indemnity issued by the surety company
approved by FMFS.
B. Upon receipt of signed stock certificates, which shall be in
proper form for transfer, and upon cancellation or destruction
thereof, FMFS shall countersign, register and issue new
certificates for the same number of shares and shall deliver them
pursuant to instructions received from the transferor, the rules
and regulations of the SEC, and the laws of the State of Maryland
relating to the transfer of shares of common stock.
C. Upon receipt of the stock certificates, which shall be in proper
form for transfer, together with the shareholder's instructions
to hold such stock certificates for safekeeping, FMFS shall
reduce such shares to uncertificated status, while retaining the
appropriate registration in the name of the shareholder upon the
transfer books of the relevant Fund.
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.
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THE CATHOLIC ALLIANCE FUNDS, INC. FIRSTAR MUTUAL FUND SERVICES, LLC
By: By:
Attest: Attest:
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EXHIBIT A
TRANSFER AGENT AND SHAREHOLDER SERVICING
ANNUAL FEE SCHEDULE
Separate Funds of The Catholic Alliance Funds, Inc.
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NAME OF SERIES DATE ADDED
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Equity Income Fund ____________, 1999
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Large-Cap Growth Fund ____________, 1999
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Disciplined Capital Appreciation Fund ____________, 1999
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Annual Fee
$16.00 per shareholder account -- no-load fund
Minimum annual fees of $25,000 for the first Fund, $10,000 for each
additional Fund or class of shares within a Fund
Plus Reasonable and Customary Out-of-Pocket Expenses, including but not limited
to:
Telephone - toll-free lines NSCC charges
Postage Labels
Printing Proxies
Programming (with prior approval) Retention of records (with
prior approval)
Forms Shareholder Lists
Stationery/envelopes Microfilm/fiche of records
Mailing Special Reports (with prior
approval)
Mailing Related Insurance ACH fees
Insertion Services
ACH Shareholder Services
$ 125.00 per month per fund group
$ .50 per account setup and/or change
$ .50 per item for AIP purchases
$ .35 per item for EFT payments and purchases
$ 3.50 per correction, reversal, return item
Qualified Plan Fees (Billed Directly to Investors)
Annual maintenance fee per account $12.50 / acct. (Cap at $25.00 per SSN)
Transfer to successor trustee $15.00 / trans.
Distribution to participant $15.00 / trans. (Exclusive of SWP)
Refund of excess contribution $15.00 / trans.
Additional Shareholder Fees (Billed Directly to Investors)
Any outgoing wire transfer $12.00 / wire
Telephone Exchange $ 5.00 / exchange transaction
Return check fee $20.00 / item
Stop payment $20.00 / stop
(Liquidation, dividend, draft check)
Research fee $ 5.00 / item
(For requested items of the second calendar year [or previous] to the
request)
(Cap at $25.00)
NSCC AND DAZL
OUT-OF-POCKET CHARGES
NSCC Interfaces
Setup
Fund/SERV, Networking ACATS, $5,000 setup (one time)
Exchanges
Commissions $5,000 setup (one time)
Processing
Fund/SERV $ 50 / month
Networking $ 250 / month
CPU Access $ 40 / month
Fund/SERV Transactions $ .35 / trade
Networking - per item $ .025/ monthly dividend fund
Networking - per item $ .015/non-mo. dividend fund
First Data $ .10 / next-day Fund/SERV trade
First Data $ .15 / same-day Fund/SERV trade
NSCC Implementation
8 to 10 weeks lead time (target availability 10/1/97)
DAZL (Direct Access Zip Link - Electronic mail interface to financial advisor
network)
Setup $ 5,000 / fund group
Monthly Usage $ 1,000 / month
Transmission $ .015 / price record
$ .025 / other record
Enhancement $ 125 / hour
Fees and out-of-pocket expenses are billed in detail to the fund monthly
