EXHBIT 24(b)(9)(b)
ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement is made as of this 1st day of
July, 1990 by and between the AAL Mutual Funds, a Massachusetts business trust
(the "Fund") ad AAL Advisors, Inc., a Delaware corporation ("Advisors").
WHEREAS, Advisors has offered to provide fund accounting and pricing
services to the Fund at a lower overall rate than First Wisconsin Trust Company
and the Fund desires to have Advisors provide such services; and
WHEREAS, a majority of the Trustees of the Fund and a majority of the
disinterested Trustees of the Fund have approved this Agreement between Advisors
and the Fund, and in so approving the Agreement made the following findings:
a. The Agreement is in the best interest of the Fund and its
Shareholders;
b. the services to be performed pursuant to the Agreement are services
required for the operation of the Fund;
c. Advisors can provide services, the nature and quality of which are at
least equal to those provided by others offering the same or similar
services; and
d. the fees for such services are fair and reasonable in light of the
usual and customary charges made by others for services of the same
nature and quality.
WHEREAS, the Fund is authorized to issue shares in separate series with
each such series representing interests in a separate portfolio of securities
and other assets; and
WHEREAS, the Fund desires Advisors to render the services to the Fund
in the manner and on the terms and conditions hereinafter set forth with respect
to each of the Fund's series identified on Schedule B attached hereto, as
modified from time to time by the mutual consent of the parties.
NOW THEREFORE, in consideration of the mutual covenants and agreements
set forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Services. The Fund hereby engages Advisors, and Advisors accepts such
engagement, to perform accounting and pricing services for the Fund as
described in more detail on Schedule A, as the same may be modified
from time to time by vote of a majority of the Fund's Trustees
including a majority of those who are not interested persons of
Advisors (the "Services"). The Fund agrees that Advisors shall have
ready access to the Fund's agents, books, records, financial
information, management and resources at such times and for such
periods as Advisors deems necessary to perform the Services.
2. Rate of Payment for the Services.
2.1 Contract Price. The Fund agrees to pay Advisors for the Services
at such rate, not to exceed the rates charged by unaffiliated
vendors for comparable Services, as may be approved annually by a
majority of the Fund's Trustees, including a majority of Trustees
who are not parties to this Agreement or interested persons of
Advisors (the "Contract Price"). The initial rate of payment for
Services shall be at the rate of $25,000 per series per year,
plus the actual cost of pricing services from unaffiliated
parties. The Fund shall also pay all expenses, as set forth in
Section 2.2 below, applicable taxes, duties and charges
(including sales, use and excise taxes) levied or assessed as a
result of this Agreement, except those taxes measured solely by
the net income of Advisors. The Contract Price shall be payable
monthly within ten (10) days of the date of invoice. The Contract
Price shall be adjusted annually by mutual agreement.
2.2 Reimbursement for Expenses. Subject to the Fund's prior
approvals, Advisors shall be paid by the Fund for actual expenses
and costs incurred by Advisors in the performance of the
Services, including, but not limited to, long distance telephone
calls, postage, computer time and supplies.
3. Employees. All personnel assigned by Advisors to perform the Services
will be employees of Advisors or its affiliates. Advisors will be
considered, for all purposes an independent contractor, and it will
not, directly or indirectly, act as an agent, servant or employee of
the Fund, or make any commitments or incur any liabilities on behalf
of the Fund without its prior written consent.
4. Advisor's Use of the Services of Others. Advisors may (at its costs
except as contemplated by Paragraph 2.2 of this Agreement) employ,
retain or otherwise avail itself of the Services or facilities of
other persons or organizations for the purpose of providing the Fund
with such information or Services as it may deem necessary,
appropriate or convenient for the discharge of its obligations
hereunder or otherwise helpful to the Fund, or in the discharge of its
overall responsibilities with respect to the Services to be provided
to the Fund.
5. Ownership of Records. All records required to be maintained and
preserved by the Fund pursuant to the provisions of rules or
regulations of the Securities and Exchange Commission under Section
31(a) of the Investment Company Act of 1940 (the "Act") and maintained
and preserved by Advisors on behalf of the Fund are the property of
the Fund and will be surrendered by Advisors promptly on request by
the Fund.
6. Reports to Fund by Advisors. Advisors shall provide the Fund, at such
times as the Fund may reasonably require, with reports relating to the
Services provided by Advisors under this Agreement. Such reports shall
be of sufficient scope and in sufficient detail, as may reasonably be
required by the Fund.
7. Services to Other Clients. Nothing herein contained shall limit the
freedom of Advisors or any affiliated person of Advisors to render
investment advice or corporate administrative services to other
investment companies, to act as investment advisor or investment
counselor to other persons, firms or corporations, or to engage in
other business activities.
8. Limitation of Liability of Advisors. Neither Advisors, nor any of its
officers, directors, or employees, not any person performing
administrative or other functions for the Fund (at the direction or
request of Advisors) in connection with Advisor's discharge of its
obligations undertaken or reasonably assumed with respect to this
Agreement, shall be liable for any error of judgment or mistake of law
or for any loss suffered by the Fund in connection with the matters to
which this Agreement relates, except for loss resulting from willful
misfeasance, bad faith, or negligence in the performance of its or
their duties on behalf of the Fund or from reckless disregard by
Advisors or any such person of the duties of Advisors under this
Agreement.
9. Term of Agreement. The term of this Agreement shall begin on the date
first above written, and unless sooner terminated as hereinafter
provided, this Agreement shall be submitted for approval by
shareholders of each series at the first meeting of shareholder of the
Fund occurring after the execution of this Agreement. The Agreement,
if approved at that meeting by a majority of the shares of each
series, will continue in effect from year to year as it pertains to
each such series, subject to the termination provisions and all other
terms and conditions hereof, so long as: (a) such continuation shall
be specifically approved at least annually by the Board of Trustees of
the Fund or by vote of a majority of the outstanding voting securities
of each such series and, concurrently with such approval by the Board
of Trustees or prior to such approval by the holders of the
outstanding voting securities of each such series, as the case may be,
by the vote, cast in person at a meting called for the purpose of
voting on such approval, of a majority of the Trustees of the Fund who
are not parties to this Agreement or interested persons of any such
party; and (b) Advisors shall not have notified the Fund, in writing,
at least 60 days prior to March 31, 1991 or prior to March 31 of any
year thereafter, that it does not desire such continuation. Advisors
shall furnish to the Fund, promptly upon its request, such information
as may reasonably be necessary to evaluate the terms of this Agreement
or any extension, renewal or amendment hereof.
10. Amendment and Assignment of Agreement. This Agreement may not be
amended or assigned either as it pertains generally to all of the
series or as it pertains to a particular series without the
affirmative vote of a majority of the outstanding voting securities of
each series affected by such amendment, and this Agreement shall
automatically and immediately terminate in the event of its
assignment.
11. Termination of Agreement. This Agreement may be terminated by any
party hereto either as it pertains generally to all of the series or
as it pertains to a particular series, without the payment of any
penalty, upon 60 days' prior notice in writing to the other party;
provided, that in the case of termination by the Fund such action
shall have been authorized by resolution of a majority of the Trustees
of the Fund who are not parties to this Agreement or interested
persons of any such party, or by vote of a majority of the outstanding
voting securities of each series affected by such termination.
12. Miscellaneous.
12.1 Captions. The captions in this Agreement are included for
convenience of reference only and in no way define or delineate
any of the provisions hereof or otherwise affect their
construction or effect.
12.2 Interpretation. Nothing herein contained shall be deemed to
require the Fund to take any action contrary to its Declaration
of Trust or By-Laws, or any applicable statutory or regulatory
requirement to which it is subject or by which it is bound, or to
relieve or deprive the Board of Trustees of the Fund of its
responsibility for and control of the conduct of the affairs of
the Fund.
12.3 Definitions. Any question of interpretation of any term or
provision of this Agreement having a counterpart in or otherwise
derived from a term or provision of the Act shall be resolved by
reference to such term or provision of the Act and to
interpretations thereof if any, by the United States courts or,
in the absence of any controlling decision of any such court, by
rules, regulations or orders of the Securities and Exchange
Commission validly issued pursuant to the Act. Specifically, the
terms "vote of a majority of the outstanding voting securities,"
"interested person," "assignment," and "affiliated person," as
used in Paragraphs 1, 2.1, 7, 9, 10, and 11 hereof, shall have
the meanings assigned to them by Section 2(a) of the Act. In
addition, where the effect of a requirement of the Act reflected
in any provision of this Agreement is relaxed by a rule,
regulation or order of the Securities and Exchange Commission,
whether of special or of general application, such provision
shall be deemed to incorporate the effect of such rule,
regulation or order.
12.4 Governing Law. This Agreement shall be construed and governed by
the laws of the state of Wisconsin.
12.5 Amendment. This Agreement, including the Schedules hereto, may be
amended only by an instrument in writing executed by the parties
or their permitted assignees.
12.6 Notices. All communications or notices required permitted by this
Agreement shall be in writing and shall be deemed to have been
give at the earlier of the date when actually delivered to an
officer of a party or when deposited in the United States Mail,
certified or registered mail, postage prepaid, return receipt
requested, and addressed to the principal place of business of
such parties notifies the parties in accordance with this section
of change of address.
12.7 Entire Agreement. This Agreement together with the Schedules
hereto constitutes the entire agreement between the Fund and
Advisors with respect to the subject matter hereof. There are no
restrictions, promises, warranties, covenants or undertakings
other than those expressly set forth herein and therein. This
Agreement supersedes all prior negotiations, agreements and
undertakings between the parties with respect to such subject
matter.
12.8 Enforceability. The invalidity or unenforceability of any
provision hereof shall not affect or impair any other provisions.
12.9 Scope of Agreement. If the scope of any of the provisions of the
Agreement is to broaden any respect whatsoever to prevent
enforcement to its full extent, then such provisions shall be
enforced to the maximum extent permitted by law, and the parties
hereto consent and agree that such scope may be judicially
modified accordingly and that the whole of such provisions of
this Agreement shall not thereby fail, but that the scope of such
provisions shall be curtailed only to the extent necessary to
conform to the law.
12.10 Agreement Binding Only on Trust Property. Advisors understands
that the obligations of this Agreement are not binding upon any
shareholder of the Fund personally, but bind only the Fund's
property; Advisors represents that it has notice of the Fund's
Declaration of Trust disc laiming shareholder liability for acts
and obligations of the Fund.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their respective officers thereunto duly authorized and their
respective corporate seals to be hereunto affixed, as of the day and year first
above written.
THE AAL MUTUAL FUNDS
By: /s/ Xxxx X. Xxxxxx
----------------------------
Xxxx X. Xxxxxx,
President
AAL ADVISORS INC.
By: /s/ Xxxxxxxx Xxxx Xxxxxxx
-----------------------------
Xxxxxxxx Xxxx Xxxxxxx,
President
SCHEDULE A
Services to be performed by Advisors:
1. Portfolio Accounting Services. Advisors shall provide the following
portfolio accounting and reporting services for each series of the Fund covered
by this Agreement:
(a) Maintain daily portfolio records for each series on a trade date
basis using security trade information obtained by it as Investment Advisor
to the Fund, or communicated from a Sub-Advisor for the series;
(b) On each business day record the prices of the portfolio positions
of each series as obtained from a source approved by the Board of Trustees;
(c) Record interest and dividend accrual balances each business day on
the portfolio securities of each series and calculate and record each
series' gross earnings on investments for that day;
(d) Determine gains and losses on portfolio security sales on a daily
basis for each series and identify such gains and loses as short-short,
short or long-term. Account for periodic distributions of gain to
shareholders of each series and maintain undistributed gain or loss
balances as of each business day; and
(e) Provide each series with portfolio-based reports on the foregoing
on a periodic basis as mutually agreed upon between the Board of Trustees
and Advisors.
2. Expense Accrual. Advisors shall provide accounting and reporting
services relating to the accrual of expenses as described below for each series
of the Fund covered by this agreement:
(a) On each business day, calculate the amounts of expense accrual for
each series according to the methodology, rate or dollar amount specified
by the Board of Trustees;
(b) Account for expenditures and maintain expense accrual balances for
each series at a level of accounting detail specified by the Board of
Trustees;
(c) Conduct periodic expense accrual reviews for each series as
requested by the Board of Trustees comparing actual expenses to accrual
amounts; and
(d) Issue periodic reports for each series detailing expense accruals
and payments at the times requested by the Board of Trustees.
3. Valuation and Financial Reporting Services. Advisors shall provide
accounting and reporting services relating to the net asset value of each series
of the Fund's covered by this Agreement as described below:
(a) Account for purchases, sales, exchanges, transfers, dividend
reinvestments and other activity relating to the shares of each series as
reported by the Fund's Transfer Agent on a daily basis;
(b) Provide the Investment Advisor and the Sub Advisor a daily report
of cash reserves available for short term investing;
(c) Record daily the net investment income (earnings) for each series.
Account for periodic distributions of earnings to shareholders of each
series and maintain undistributed net investment income balances as of each
business day;
(d) Maintain a general ledger for each series in the form specified by
the Board of Trustees and produce a set of financial statements for each
series as requested from time to time by the Board of Trustees;
(e) On each business day of the Fund determine the net asset value of
each series in accordance with the accounting policies and procedures
described in the current Prospectus of the Fund;
(f) On each business day of the Fund, calculate the per share net
asset value, per share net earnings and other per share amounts reflective
of the operations of each series on the basis of the number of shares
outstanding as reported by the Transfer Agent;
(g) Issue daily reports detailing such per share information of each
series to such persons (including the Transfer Agent and AAL Distributors,
Inc. as Distributor of the Fund's shares) as directed by the Board of
Trustees; and
(h) Issue to the Board of Trustees monthly reports which document the
adequacy of the accounting detail necessary to support month-end ledger
balances for each series.
4. Tax Accounting Services. Advisors shall provide the following tax
accounting services for each series of the Fund covered by this Agreement:
(a) Maintain tax accounting records for the investment portfolio of
each series necessary to support IRS tax reporting requirements for
regulated investment companies;
(b) Maintain tax lot detail for the investment portfolio of each
series;
(c) Calculate taxable gains and losses on sales of portfolio
securities for each series using the tax cost basis defined for the
particular series;
(d) Issue reports to the Transfer Agent of each series detailing the
taxable components of income and capital gains distributions as necessary
to assist such Transfer Agent in issuing reports to shareholders; and
(e) Provide any other reports relating to tax matters for each series
as reasonably requested from time to time by the Board of Trustees.
SCHEDULE B
The AAL Capital Growth Fund
The AAL Income Fund
The AAL Municipal Bond Fund
The AAL Money Market Fund
AMENDMENT NO.8
TO
ADMINISTRATIVE SERVICES AGREEMENT
The Administrative Services Agreement between The AAL Mutual Funds and AAL
Advisors Inc. (n/k/a AAL Capital Management Corporation), effective July 1,
1990, as amended, is hereby further amended, effective December 29, 1997, as
follows:
1. Schedule B attached to the Administrative Services Agreement is
amended to add The AAL Balanced Fund. Schedule B, effective as of
December 29, 1997, is attached hereto.
2. Pursuant to section 2.1 of the Administrative Services Agreement,
the annual rate of payment for The AAL Balanced Fund will be at
the annual rate of $35,000 plus the actual costs of the pricing
services from unaffiliated parties.
IN WITNESS WHEREOF the parties hereto have caused this Amendment to be signed by
the respective officers effective as of December 29, 1997.
ATTEST: THE AAL MUTUAL FUNDS
By: /s/ Xxxxxx X. Same By: /s/ Xxxxxx X. Xxxxxxxx
----------------------------- -------------------------------
Xxxxxx X. Same, Secretary Xxxxxx X. Xxxxxxxx, President
ATTEST: AAL CAPITAL
MANAGEMENT
CORPORATION
By: /s/ Xxxxxx X. Same By: /s/ Xxxxxx X. Xxxxxxxx
----------------------------- -------------------------------
Xxxxxx X. Same, Secretary Xxxxxx X. Xxxxxxxx, President
SCHEDULE B
(EFFECTIVE DECEMBER 29, 1997)
The AAL Capital Growth Fund
The AAL Bond Fund
The AAL Municipal Bond Fund
The AAL Money Market Fund
The AAL U.S. Government Zero Coupon Target Fund, Series 2001
The AAL U.S. Government Zero Coupon Target Fund, Series 2006
The AAL Mid Cap Stock Fund (f/k/a The AAL Smaller Company Stock Fund)
The AAL Equity Income Fund (f/k/a The AAL Utilities Fund)
The AAL International Fund
The AAL Small Cap Stock Fund
The AAL High Yield Bond Fund
The AAL Balanced Fund
