EXHIBIT (g)
CUSTODY AGREEMENT
This AGREEMENT, dated as of July 2, 2001, by and between the AHA
Investment Funds, Inc. (the "Corporation"), a corporation organized under the
laws of the state of Maryland, and FIRSTAR BANK, N.A., a national banking
association (the "Custodian").
W I T N E S S E T H:
WHEREAS, the Corporation is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the"1940 Act");
and
WHEREAS, the Corporation is an is authorized to create separate series,
each with its own separate investment portfolio; and
WHEREAS, the Corporation desires to retain Firstar Bank, N.A. to act as
Custodian for each series of the Corporation listed on Exhibit C attached
hereto, (each hereinafter referred to as a "Fund" and collectively the "Funds"),
as may be amended from time to time.
WHEREAS, the Corporation desires that each Fund's Securities and cash
be held and administered by the Custodian pursuant to this Agreement; and
WHEREAS, the Custodian represents that it is a bank having the
qualifications prescribed in Section 26(a)(1) of the 1940 Act;
NOW, THEREFORE, in consideration of the mutual agreements herein made,
the Corporation and the Custodian hereby agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:
1.1 "AUTHORIZED PERSON" means any Officer or other person duly
authorized by resolution of the Board of Directors to give
Oral Instructions and Written Instructions on behalf of a Fund
and named in Exhibit A hereto or in such resolutions of the
Board of Directors, certified by an Officer, as may be
received by the Custodian from time to time.
1.2 "BOARD OF DIRECTORS" shall mean the Directors from time to
time serving under the Corporation's Articles of
Incorporation, as from time to time amended.
1.3 "BOOK-ENTRY SYSTEM" shall mean a federal book-entry system as
provided in Subpart O of Treasury Circular Xx. 000, 00 XXX
306, in Subpart B of 31 CFR
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EXHIBIT (g)
Part 350, or in such book-entry regulations of federal
agencies as are substantially in the form of such Subpart O.
1.4 "BUSINESS DAY" shall mean any day recognized as a settlement
day by The New York Stock Exchange, Inc. and any other day for
which the Corporation computes the net asset value of Shares
of a Fund.
1.5 "FUND CUSTODY ACCOUNT" shall mean any of the accounts in the
name of the Corporation, which is provided for in Section 3.2
below.
1.6 "NASD" shall mean The National Association of Securities
Dealers, Inc.
1.7 "OFFICER" shall mean the Chairman, President, any Vice
President, any Assistant Vice President, the Secretary, any
Assistant Secretary, the Treasurer, or any Assistant Treasurer
of the Corporation.
1.8 "ORAL INSTRUCTIONS" shall mean instructions that set forth the
specific transaction or type of transaction involved, orally
transmitted to and accepted by the Custodian because such
instructions are: (i) in good faith, reasonably believed by
the Custodian to have been given by an Authorized Person, (ii)
recorded and kept among the records of the Custodian made in
the ordinary course of business and (iii) orally confirmed by
the Custodian. The Corporation shall cause all Oral
Instructions to be confirmed by Written Instructions prior to
the end of the next Business Day. If such Written Instructions
confirming Oral Instructions are not received by the Custodian
prior to a transaction, it shall in no way affect the validity
of the transaction or the authorization thereof by the
Corporation. If Oral Instructions vary from the Written
Instructions that purport to confirm them, the Custodian shall
promptly notify the Corporation of such variance but such Oral
Instructions will govern unless the Custodian has not yet
acted.
1.9 "PROPER INSTRUCTIONS" shall mean Oral Instructions or Written
Instructions. Proper Instructions may be continuing Written
Instructions when deemed appropriate by both parties.
1.10 "SECURITIES DEPOSITORY" shall mean The Depository Trust
Company and (provided that Custodian shall have received a
copy of a resolution of the Board of Directors, certified by
an Officer, specifically approving the use of such clearing
agency as a depository for a Fund) any other clearing agency
registered with the Securities and Exchange Commission (the
"SEC") under Section 17A of the Securities and Exchange Act of
1934 as amended (the "1934 Act"), which acts as a system for
the central handling of Securities where all Securities of any
particular class or series of an issuer deposited within the
system are treated as fungible and may be transferred or
pledged by bookkeeping entry without physical delivery of the
Securities.
1.11 "SECURITIES" shall include, without limitation, common and
preferred stocks,
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EXHIBIT (g)
bonds, call options, put options, debentures, notes, bank
certificates of deposit, bankers' acceptances,
mortgage-backed securities or other obligations, and any
certificates, receipts, warrants or other instruments or
documents representing rights to receive, purchase or
subscribe for the same, or evidencing or representing any
other rights or interests therein, or any similar property
or assets that the Custodian has the facilities to clear
and to service.
1.12 "SHARES" shall mean, with respect to a Fund, the units of
beneficial interest issued by the Corporation on account of a
Fund.
1.13 "SUB-CUSTODIAN" shall mean and include (i) any branch of a
"U.S. Bank," as that term is defined in Rule 17f-5 under the
1940 Act, (ii) any "Eligible Foreign Custodian," as that term
is defined in Rule 17f-5 under the 1940 Act, having a contract
with the Custodian which the Custodian has determined will
provide reasonable care of assets of each Fund based on the
standards specified in Section 3.3 below. Such contract shall
include provisions that provide: (i) for indemnification or
insurance arrangements (or any combination of the foregoing)
such that each Fund will be adequately protected against the
risk of loss of assets held in accordance with such contract;
(ii) that each Fund's assets will not be subject to any right,
charge, security interest, lien or claim of any kind in favor
of the Sub-Custodian or its creditors except a claim of
payment for their safe custody or administration, in the case
of cash deposits, liens or rights in favor of creditors of the
Sub-Custodian arising under bankruptcy, insolvency, or similar
laws; (iii) that beneficial ownership for each Fund's assets
will be freely transferable without the payment of money or
value other than for safe custody or administration; (iv) that
adequate records will be maintained identifying the assets as
belonging to each Fund or as being held by a third party for
the benefit of each Fund; (v) that the Corporation's
independent public accountants will be given access to those
records or confirmation of the contents of those records; and
(vi) that each Fund will receive periodic reports with respect
to the safekeeping of its assets, including, but not limited
to, notification of any transfer to or from the Fund's account
or a third party account containing assets held for the
benefit of the Fund. Such contract may contain, in lieu of any
or all of the provisions specified above, such other
provisions that the Custodian determines will provide, in
their entirety, the same or a greater level of care and
protection for Fund assets as the specified provisions, in
their entirety.
1.14 "WRITTEN INSTRUCTIONS" shall mean (i) written communications
actually received by the Custodian and signed by one or more
Authorized Persons, or (ii) communications by telex or any
other such system from one or more persons reasonably believed
in good faith by the Custodian to be Authorized Persons, or
(iii) communications between electro-mechanical or electronic
devices provided that the use of such devices and the
procedures for the use thereof shall have been approved by
resolutions of the Board of Directors, a copy of which,
certified by an Officer, shall have been delivered to the
Custodian.
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EXHIBIT (g)
ARTICLE II
APPOINTMENT OF CUSTODIAN
2.1 APPOINTMENT. The Corporation hereby constitutes and appoints
the Custodian as custodian of all Securities and cash owned by
or in the possession of each Fund at any time during the
period of this Agreement.
2.2 ACCEPTANCE. The Custodian hereby accepts appointment as such
custodian and agrees to perform the duties thereof as
hereinafter set forth.
2.3 DOCUMENTS TO BE FURNISHED. The following documents, including
any amendments thereto, will be provided contemporaneously
with the execution of the Agreement to the Custodian by the
Corporation:
a. A copy of the Articles of Incorporation
certified by the Secretary;
b. A copy of the Bylaws of the Corporation
certified by the Secretary;
c. A copy of the resolution of the Board of
Directors of the Corporation appointing the
Custodian, certified by the Secretary;
d. A copy of the then current Prospectus of
each Fund; and
e. A certification of the Chairman and
Secretary of the Corporation setting forth
the names and signatures of the current
Officers of the Corporation and other
Authorized Persons.
2.4 NOTICE OF APPOINTMENT OF DIVIDEND AND TRANSFER AGENT. The
Corporation agrees to notify the Custodian in writing of the
appointment, termination or change in appointment of any
Dividend and Transfer Agent of a Fund.
ARTICLE III
CUSTODY OF CASH AND SECURITIES
3.1 SEGREGATION. All Securities and non-cash property held by the
Custodian for the account of each Fund (other than Securities
maintained in a Securities Depository or Book-Entry System
pursuant to Section 3.3) shall be physically segregated from
other Securities and non-cash property in the possession of
the Custodian (including the Securities and non-cash property
of the other series of the Corporation) and shall be
identified as subject to this Agreement.
3.2 FUND CUSTODY ACCOUNTS. As to each Fund, the Custodian shall
open and maintain in its trust department a custody account in
the name of the Corporation coupled with the name of each
Fund, subject only to draft or order of the Custodian acting
in accordance with this Agreement, in which the Custodian
shall enter and carry all Securities subject to the provisions
of this Agreement, cash and other assets of such Fund which
are delivered to it.
3.3 COMPLIANCE WITH SEC RULE 17f-5 AND RULE 17f-7. (a) The
Corporation, by resolution adopted by its Board of Directors,
hereby delegates to the Custodian,
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EXHIBIT (g)
with respect to the Funds, subject to Section (b) of Rule
17f-5 of the 1940 Act, the responsibilities set forth in
this Section 3.3 with respect to any of a Fund's
investments for which the primary market is outside the
United States and such cash and cash equivalents as are
reasonably necessary to effect such Fund's transactions in
such investments. The Custodian hereby accepts such
delegation, and in connection with such delegation shall
appoint one or more agents to act as a Sub-Custodian on
behalf of each Fund, provided however, that the appointment
of any Sub-Custodian shall be subject to the approval of
the Corporation's Board of Directors, shall be at the
Custodian's expense and shall not relieve the Custodian of
any of its obligations or duties under this Agreement.
(b) If, after the Board of Directors' initial approval of the
Sub-Custodian appointed in connection with this Agreement, the
Custodian wishes to appoint another Sub-Custodian on behalf of
the Corporation, the Custodian will so notify the Corporation
and provide it with information reasonably necessary to
determine (i) such Sub-Custodian's eligibility under Rule
17f-5 and (ii) the eligibility of each "Eligible Securities
Depository" (as defined in Rule 17f-7(b)(1)), intended to be
used by such Sub-Custodian. The information to be provided
shall include, but shall not be limited to, a copy of the
proposed agreement with such Sub-Custodian, to which the
Custodian and Corporation shall be parties and an analysis of
the custody risks associated with maintaining a Fund's
investments with each Eligible Securities Depository to be
used by such Sub-Custodian. The Board of Directors shall at
the meeting next following the Corporation's receipt of such
notice and information give an approval or disapproval of the
proposed Sub-Custodian.
(c) The Custodian shall establish a system to monitor (i) the
appropriateness of maintaining a Fund's assets with a
particular Sub-Custodian, and (ii) the contract governing the
arrangements with such Sub-Custodian. At the end of each
calendar quarter, or at such times as the Board of Directors
deems reasonable or appropriate, the Custodian shall provide
written reports notifying the Board of Directors of the
placement of the Securities and cash of each Fund with each
Sub-Custodian and of any material change in a foreign custody
arrangement. In the event the Custodian determines that the
custody arrangements with the Sub-Custodian are no longer
appropriate, the Custodian shall notify the Board and shall
promptly take such steps as may be required to withdraw assets
of any Fund from any Sub-Custodian that has ceased to meet the
requirements of Rule 17f-5.
(d) With respect to its responsibilities under this Section 3.3,
the Custodian hereby warrants to the Corporation that it
agrees to exercise reasonable care, prudence and diligence
such as a person having responsibility for the safekeeping of
property of each Fund. The Custodian further warrants that a
Fund's assets will be subject to reasonable care, based on the
standards applicable to custodians in the relevant market, if
maintained with each Sub-Custodian, after considering all
factors relevant to the safekeeping of such assets, including,
without limitation:
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EXHIBIT (g)
(i) the Sub-Custodian's practices, procedures, and internal
controls, for certificated securities (if applicable), the
method of keeping custodial records, and the security and
data protection practices; (ii) whether the Sub-Custodian
has the requisite financial strength to provide reasonable
care for Fund assets; (iii) the Sub-Custodian's general
reputation and standing and, in the case of an Eligible
Securities Depository, the Eligible Securities Depository's
operating history and number of participants; and (iv)
whether the Fund will have jurisdiction over and be able to
enforce judgments against the Sub-Custodian, such as by
virtue of the existence of any offices of the Sub-Custodian
in the United States or the Sub-Custodian's consent to
service of process in the United States.
3.4 DELIVERY OF ASSETS TO CUSTODIAN. The Corporation shall
deliver, or cause to be delivered, to the Custodian all of a
Fund's Securities, cash and other assets, including (a) all
payments of income, payments of principal and capital
distributions received by such Fund with respect to such
Securities, cash or other assets owned by such Fund at any
time during the period of this Agreement, and (b) all cash
received by such Fund for the issuance, at any time during
such period, of Shares. The Custodian shall not be responsible
for such Securities, cash or other assets until actually
received by it.
3.5 SECURITIES DEPOSITORIES AND BOOK-ENTRY SYSTEMS. The Custodian
may deposit and/or maintain Securities of a Fund in a
Securities Depository or in a Book-Entry System in accordance
with applicable Federal Reserve Board and SEC rules and
regulations, subject to the following provisions:
(a) Prior to a deposit of Securities of a Fund in any Securities
Depository or Book-Entry System, the Corporation shall deliver
to the Custodian a resolution of the Board of Directors,
certified by an Officer, authorizing and instructing the
Custodian on an on-going basis to deposit in such Securities
Depository or Book-Entry System all Securities eligible for
deposit therein and to make use of such Securities Depository
or Book-Entry System to the extent possible and practical in
connection with its performance hereunder, including, without
limitation, in connection with settlements of purchases and
sales of Securities, loans of Securities, and deliveries and
returns of collateral consisting of Securities.
(b) Securities of a Fund kept in a Book-Entry System or Securities
Depository shall be kept in an account ("Depository Account")
of the Custodian in such Book-Entry System or Securities
Depository which includes only assets held by the Custodian as
a fiduciary, custodian or otherwise for customers.
(c) The records of the Custodian with respect to Securities of a
Fund maintained in a Book-Entry System or Securities
Depository shall, by book-entry, identify such Securities as
belonging to such Fund.
(d) If Securities purchased by a Fund are to be held in a
Book-Entry System or Securities Depository, the Custodian
shall pay for such Securities upon (i) receipt
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EXHIBIT (g)
of advice from the Book-Entry System or Securities
Depository that such Securities have been transferred to
the Depository Account, and (ii) the making of an entry on
the records of the Custodian to reflect such payment and
transfer for the account of such Fund. If Securities sold
by a Fund are held in a Book-Entry System or Securities
Depository, the Custodian shall transfer such Securities
upon (i) receipt of advice from the Book-Entry System or
Securities Depository that payment for such Securities has
been transferred to the Depository Account, and (ii) the
making of an entry on the records of the Custodian to
reflect such transfer and payment for the account of such
Fund. Upon request, the Custodian shall provide the
Corporation on behalf of a Fund, confirmation of each
transfer to or from the Fund's account in the form of a
written advice or notice and shall provide the Corporation
on a Fund's behalf, copies of daily transaction sheets
reflecting each day's transactions in the Book-Entry System
or Securities Depository for the Fund.
(e) The Custodian shall provide the Corporation with copies of any
report (obtained by the Custodian from a Book-Entry System or
Securities Depository in which Securities of a Fund are kept)
on the accounting system, internal accounting controls and
procedures for safeguarding Securities deposited in such
Book-Entry System or Securities Depository.
(f) Anything to the contrary in this Agreement notwithstanding,
the Custodian shall be liable to the Corporation for any loss
or damage to a Fund resulting (i) from the use of a Book-Entry
System or Securities Depository by reason of any bad faith,
negligence or willful misconduct on the part of Custodian or
any Sub-Custodian appointed pursuant to Section 3.3 above or
any of its or their employees, or (ii) from failure of
Custodian or any such Sub-Custodian to enforce effectively
such rights as it may have against a Book-Entry System or
Securities Depository. At its election, the Corporation shall
be subrogated to the rights of the Custodian with respect to
any claim against a Book-Entry System or Securities Depository
or any other person from any loss or damage to a Fund arising
from the use of such Book-Entry System or Securities
Depository, if and to the extent that such Fund has not been
made whole for any such loss or damage.
3.6 DISBURSEMENT OF MONEYS FROM FUND CUSTODY ACCOUNT. Upon receipt
of Proper Instructions, the Custodian shall disburse moneys
from a Fund Custody Account but only in the following cases:
(a) For the purchase of Securities for a Fund but only in
accordance with Section 4.1 of this Agreement and
only (i) in the case of Securities (other than
options on Securities, futures contracts and options
on futures contracts), against the delivery to the
Custodian (or any Sub-Custodian appointed pursuant to
Section 3.3 above) of such Securities registered as
provided in Section 3.9 below or in proper form for
transfer, or if the purchase of such Securities is
effected through a Book-Entry System or Securities
Depository, in accordance with the conditions set
forth in
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EXHIBIT (g)
Section 3.5 above; (ii) in the case of options on
Securities, against delivery to the Custodian (or
such Sub-Custodian) of such receipts as are
required by the customs prevailing among dealers
in such options; (iii) in the case of futures
contracts and options on futures contracts,
against delivery to the Custodian (or such
Sub-Custodian) of evidence of title thereto in
favor of such Fund or any nominee referred to in
Section 3.9 below; and (iv) in the case of
repurchase or reverse repurchase agreements
entered into between the Corporation on behalf of
a Fund and a bank which is a member of the Federal
Reserve System or between the Corporation on
behalf of a Fund and a primary dealer in U.S.
Government securities, against delivery of the
purchased Securities either in certificate form or
through an entry crediting the Custodian's account
at a Book-Entry System or Securities Depository
with such Securities;
(b) In connection with the conversion, exchange or
surrender, as set forth in Section 3.7(f) below, of
Securities owned by a Fund;
(c) For the payment of any dividends or capital gain
distributions declared by the Corporation to be paid
by a Fund;
(d) In payment of the redemption price of Shares as
provided in Section 5.1 below;
(e) For the payment of any expense or liability incurred
by a Fund, including but not limited to the following
payments for the account of such Fund: interest;
taxes; administration, investment advisory,
accounting, auditing, transfer agent, custodian,
director and legal fees; and other operating expenses
of the Fund; in all cases, whether or not such
expenses are to be in whole or in part capitalized or
treated as deferred expenses;
(f) For transfer in accordance with the provisions of any
agreement among the Corporation, the Custodian and a
broker-dealer registered under the 1934 Act and a
member of the NASD, relating to compliance with rules
of The Options Clearing Corporation and of any
registered national securities exchange (or of any
similar organization or organizations) regarding
escrow or other arrangements in connection with
transactions by a Fund;
(g) For transfer in accordance with the provision of any
agreement among the Corporation, the Custodian, and a
futures commission merchant registered under the
Commodity Exchange Act, relating to compliance with
the rules of the Commodity Futures Trading Commission
and/or any contract market (or any similar
organization or organizations) regarding account
deposits in connection with transactions by a Fund;
(h) For the funding of any uncertificated time deposit or
other interest-bearing account with any banking
institution (including the Custodian), which
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EXHIBIT (g)
deposit or account has a term of one year or less;
and
(i) For any other proper purpose, but only upon receipt,
in addition to Proper Instructions, of a copy of a
resolution of the Board of Directors, certified by an
Officer, specifying the amount and purpose of such
payment, declaring such purpose to be a proper
corporate purpose, and naming the person or persons
to whom such payment is to be made.
3.7 DELIVERY OF SECURITIES FROM FUND CUSTODY ACCOUNT. Upon receipt
of Proper Instructions, the Custodian shall release and
deliver Securities from a Fund Custody Account but only in the
following cases:
(a) Upon the sale of Securities for the account of such
Fund but only against receipt of payment therefor in
cash, by certified or cashiers check or bank credit;
(b) In the case of a sale effected through a Book-Entry
System or Securities Depository, in accordance with
the provisions of Section 3.5 above;
(c) To an offeror's depository agent in connection with
tender or other similar offers for Securities of the
Fund; provided that, in any such case, the cash or
other consideration is to be delivered to the
Custodian;
(d) To the issuer thereof or its agent (i) for transfer
into the name of the Fund, the Custodian or any
Sub-Custodian appointed pursuant to Section 3.3
above, or of any nominee or nominees of any of the
foregoing, or (ii) for exchange for a different
number of certificates or other evidence representing
the same aggregate face amount or number of units;
provided that, in any such case, the new Securities
are to be delivered to the Custodian;
(e) To the broker selling Securities, for examination in
accordance with the "street delivery" custom;
(f) For exchange or conversion pursuant to any plan or
merger, consolidation, recapitalization,
reorganization or readjustment of the issuer of such
Securities, or pursuant to provisions for conversion
contained in such Securities, or pursuant to any
deposit agreement, including surrender or receipt of
underlying Securities in connection with the issuance
or cancellation of depository receipts; provided
that, in any such case, the new Securities and cash,
if any, are to be delivered to the Custodian;
(g) Upon receipt of payment therefor pursuant to any
repurchase or reverse repurchase agreement entered
into by the Fund;
(h) In the case of warrants, rights or similar
Securities, upon the exercise
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EXHIBIT (g)
thereof, provided that, in any such case, the new
Securities and cash, if any, are to be delivered
to the Custodian;
(i) For delivery in connection with any loans of
Securities of the Fund, but only against receipt of
such collateral as the Corporation shall have
specified to the Custodian in Proper Instructions;
(j) For delivery as security in connection with any
borrowings by a Fund requiring a pledge of assets by
the Corporation on behalf of such Fund, but only
against receipt by the Custodian of the amounts
borrowed;
(k) Pursuant to any authorized plan of liquidation,
reorganization, merger, consolidation or
recapitalization of the Corporation or a Fund;
(l) For delivery in accordance with the provisions of any
agreement among the Corporation on behalf of a Fund,
the Custodian and a broker-dealer registered under
the 1934 Act and a member of the NASD, relating to
compliance with the rules of The Options Clearing
Corporation and of any registered national securities
exchange (or of any similar organization or
organizations) regarding escrow or other arrangements
in connection with transactions by the Fund;
(m) For delivery in accordance with the provisions of any
agreement among the Corporation, the Custodian, and a
futures commission merchant registered under the
Commodity Exchange Act, relating to compliance with
the rules of the Commodity Futures Trading Commission
and/or any contract market (or any similar
organization or organizations) regarding account
deposits in connection with transactions by the Fund;
(n) Upon receipt of instructions from a Fund's transfer
agent, for delivery to such transfer agent or to the
holders of shares in connection with distributions in
kind as may be described from time to time in such
Fund's currently effective prospectus and statement
of additional information, in satisfaction of
requests for repurchase or redemption; or
(o) For any other proper corporate purpose, but only upon
receipt, in addition to Proper Instructions, of a
copy of a resolution of the Board of Directors,
certified by an Officer, 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.
3.8 ACTIONS NOT REQUIRING PROPER INSTRUCTIONS. Unless otherwise
instructed by the Corporation, the Custodian shall with
respect to all Securities held for a Fund:
(a) Subject to Section 7.4 below, collect on a timely
basis all income and
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EXHIBIT (g)
other payments to which the Fund is entitled
either by law or pursuant to custom in the
securities business;
(b) Present for payment and, subject to Section 7.4
below, collect on a timely basis the amount payable
upon all Securities which may mature or be called,
redeemed, or retired, or otherwise become payable;
(c) Endorse for collection, in the name of the Fund,
checks, drafts and other negotiable instruments;
(d) Surrender interim receipts or Securities in temporary
form for Securities in definitive form;
(e) Execute, as custodian, any necessary declarations or
certificates of ownership under the federal income
tax laws or the laws or regulations of any other
taxing authority now or hereafter in effect, and
prepare and submit reports to the Internal Revenue
Service ("IRS") and to the Corporation at such time,
in such manner and containing such information as is
prescribed by the IRS;
(f) Hold for the Fund, either directly or, with respect
to Securities held therein, through a Book-Entry
System or Securities Depository, all rights and
similar securities issued with respect to Securities
of the Fund; and
(g) In general, and except as otherwise directed in
Proper Instructions or as directed by the Board of
Directors, attend to all non-discretionary details in
connection with the sale, exchange, substitution,
purchase, transfer and other dealings with Securities
and assets of the Fund.
3.9 REGISTRATION AND TRANSFER OF SECURITIES. All Securities held
for a Fund that are issued or issuable only in bearer form
shall be held by the Custodian in that form, provided that any
such Securities shall be held in a Book-Entry System if
eligible therefor. All other Securities held for a Fund may be
registered in the name of the Fund, the Custodian, or any
Sub-Custodian appointed pursuant to Section 3.3 above, or in
the name of any nominee of any of them, or in the name of a
Book-Entry System, Securities Depository or any nominee of
either thereof. The Corporation shall 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 any of the nominees hereinabove referred to or in the
name of a Book-Entry System or Securities Depository, any
Securities registered in the name of the Fund.
3.10 RECORDS.
(a) The Custodian shall maintain, for each Fund, complete
and accurate records with respect to Securities, cash
or other property held for such
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EXHIBIT (g)
Fund, including (i) journals or other records of
original entry containing an itemized daily record
in detail of all receipts and deliveries of
Securities and all receipts and disbursements of
cash; (ii) ledgers (or other records) reflecting
(A) Securities in transfer, (B) Securities in
physical possession, (C) monies and Securities
borrowed and monies and Securities loaned
(together with a record of the collateral therefor
and substitutions of such collateral), (D)
dividends and interest received, and (E) dividends
receivable and interest receivable; and (iii)
canceled checks and bank records related thereto.
The Custodian shall keep such other books and
records of each Fund as the Corporation shall
reasonably request, or as may be required by the
1940 Act, including, but not limited to, Section
31 of the 1940 Act and Rule 31a-2 promulgated
thereunder.
(b) All such books and records maintained by the
Custodian shall (i) be maintained in a form
acceptable to the Corporation and in compliance with
rules and regulations of the SEC, (ii) be the
property of the Corporation and at all times during
the regular business hours of the Custodian be made
available upon request for inspection by duly
authorized officers, employees or agents of the
Corporation and employees or agents of the SEC, and
(iii) if required to be maintained by Rule 31a-1
under the 1940 Act, be preserved for the periods
prescribed in Rule 31a-2 under the 1940 Act.
3.11 FUND REPORTS BY CUSTODIAN. The Custodian shall furnish the
Corporation with a daily activity statement and a summary of
all transfers to or from each Fund Custody Account on the day
following such transfers. At least monthly or as may
reasonably be requested, the Custodian shall furnish the
Corporation with a detailed statement of the Securities and
moneys held by the Custodian and the Sub-Custodians for each
Fund under this Agreement.
3.12 OTHER REPORTS BY CUSTODIAN. The Custodian shall provide the
Corporation with such reports, as the Corporation may
reasonably request from time to time, on the internal
accounting controls and procedures for safeguarding
Securities, which are employed by the Custodian or any
Sub-Custodian appointed pursuant to Section 3.3 above.
3.13 PROXIES AND OTHER MATERIALS. The Custodian shall cause all
proxies relating to Securities which are not registered in the
name of a Fund, to be promptly executed by the registered
holder of such Securities, without indication of the manner in
which such proxies are to be voted, and shall promptly deliver
to the Corporation such proxies, all proxy soliciting
materials and all notices relating to such Securities.
12
EXHIBIT (g)
3.14 INFORMATION ON CORPORATE ACTIONS. The Custodian shall promptly
deliver to the Corporation all information received by the
Custodian pertaining to Securities being held by a Fund with
respect to optional tender or exchange offers, calls for
redemption or purchase, or expiration of rights as described
in the Standards of Service Guide attached as Exhibit B. If
the Corporation desires to take action with respect to any
tender offer, exchange offer or other similar transaction, the
Corporation shall notify the Custodian at least five Business
Days prior to the date on which the Custodian is to take such
action. The Corporation will provide or cause to be provided
to the Custodian all relevant information for any Security
which has unique put/option provisions at least five Business
Days prior to the beginning date of the tender period.
ARTICLE IV
PURCHASE AND SALE OF INVESTMENTS OF A FUND
4.1 PURCHASE OF SECURITIES. Promptly upon each purchase of
Securities for a Fund, Written Instructions shall be delivered
to the Custodian, specifying (a) the name of the issuer or
writer of such Securities, and the title or other description
thereof, (b) the number of shares, principal amount (and
accrued interest, if any) or other units purchased, (c) the
date of purchase and settlement, (d) the purchase price per
unit, (e) the total amount payable upon such purchase, and (f)
the name of the person to whom such amount is payable. The
Custodian shall upon receipt of such Securities purchased by
the Fund pay out of the moneys held for the account of the
Fund the total amount specified in such Written Instructions
to the person named therein. The Custodian shall not be under
any obligation to pay out moneys to cover the cost of a
purchase of Securities for the Fund, if in the Fund Custody
Account there is insufficient cash available to the Fund for
which such purchase was made.
4.2 LIABILITY FOR PAYMENT IN ADVANCE OF RECEIPT OF SECURITIES
PURCHASED. In any and every case where payment for the
purchase of Securities for a Fund is made by the Custodian in
advance of receipt of the Securities purchased but in the
absence of specified Written Instructions to so pay in
advance, the Custodian shall be liable to the Fund for such
Securities to the same extent as if the Securities had been
received by the Custodian.
4.3 SALE OF SECURITIES. Promptly upon each sale of Securities by a
Fund, Written Instructions shall be delivered to the
Custodian, specifying (a) the name of the issuer or writer of
such Securities, and the title or other description thereof,
(b) the number of shares, principal amount (and accrued
interest, if any), or other units sold, (c) the date of sale
and settlement, (d) the sale price per unit, (e) the total
amount payable upon such sale, and (f) the person to whom such
Securities are to be delivered. Upon receipt of the total
amount payable to the Fund as specified in such Written
Instructions, the Custodian shall deliver such Securities to
the person specified in such Written Instructions and provide
timely notice to the Fund and the transfer agent of any
receipt by it of payments for shares of such Fund. Subject to
the foregoing, the Custodian may accept payment in such form
as
13
EXHIBIT (g)
mutually agreed upon from time to time by the Corporation
and the Custodian, and may deliver Securities and arrange
for payment in accordance with the customs prevailing among
dealers in Securities.
4.4 DELIVERY OF SECURITIES SOLD. Notwithstanding Section 4.3 above
or any other provision of this Agreement, the Custodian, upon
receipt of Proper Instructions to deliver Securities against
payment, shall be entitled, if in accordance with generally
accepted market practice, to deliver such Securities prior to
actual receipt of final payment therefor. In any such case,
the Fund shall bear the risk that final payment for such
Securities may not be made or that such Securities may be
returned or otherwise held or disposed of by or through the
person to whom they were delivered, and absent any bad faith,
negligence or willful misconduct, the Custodian shall have no
liability for any for the foregoing.
4.5 PAYMENT FOR SECURITIES SOLD, ETC. In its sole discretion and
from time to time, the Custodian may credit a Fund Custody
Account, prior to actual receipt of final payment thereof,
with (i) proceeds from the sale of Securities which it has
been instructed to deliver against payment, (ii) proceeds from
the redemption of Securities or other assets of the Fund, and
(iii) income from cash, Securities or other assets of the
Fund. Any such credit shall be conditional upon actual receipt
by Custodian of final payment and may be reversed if final
payment is not actually received in full. The Custodian may,
in its sole discretion and from time to time, permit the Fund
to use funds so credited to the Fund Custody Account in
anticipation of actual receipt of final payment. Any such
funds shall be repayable immediately upon demand made by the
Custodian at any time prior to the actual receipt of all final
payments in anticipation of which funds were credited to the
Fund Custody Account.
4.6 ADVANCES BY CUSTODIAN FOR SETTLEMENT. The Custodian may, in
its sole discretion and from time to time, advance funds to
the Corporation to facilitate the settlement of a Fund's
transactions in such Fund's Custody Account. Any such advance
shall be repayable immediately upon demand made by Custodian.
ARTICLE V
REDEMPTION OF FUND SHARES
5.1 TRANSFER OF FUNDS. From such funds as may be available for the
purpose in the relevant Fund Custody Account, and upon receipt
of Proper Instructions specifying that the funds are required
to redeem Shares of a Fund, the Custodian shall wire each
amount specified in such Proper Instructions to or through
such bank as the Corporation may designate with respect to
such amount in such Proper Instructions.
14
EXHIBIT (g)
5.2 NO DUTY REGARDING PAYING BANKS. The Custodian shall not be
under any obligation to effect payment or distribution by any
bank designated in Proper Instructions given pursuant to
Section 5.1 above of any amount paid by the Custodian to such
bank in accordance with such Proper Instructions.
ARTICLE VI
SEGREGATED ACCOUNTS
Upon receipt of Proper Instructions, the Custodian shall establish and
maintain a segregated account or accounts for and on behalf of each Fund, into
which account or accounts may be transferred cash and/or Securities, including
Securities maintained in a Depository Account,
(a) in accordance with the provisions of any agreement
among the Corporation, the Custodian and a
broker-dealer registered under the 1934 Act and a
member of the NASD (or any futures commission
merchant registered under the Commodity Exchange
Act), relating to compliance with the rules of The
Options Clearing Corporation and of any registered
national securities exchange (or the Commodity
Futures Trading Commission or any registered contract
market), or of any similar organization or
organizations, regarding escrow or other arrangements
in connection with transactions by the Fund,
(b) for purposes of segregating cash or Securities in
connection with securities options purchased, sold or
written by a Fund or in connection with financial
futures contracts (or options thereon) purchased or
sold by a Fund,
(c) which constitute collateral for loans of Securities
made by the Fund,
(d) for purposes of compliance by a Fund with
requirements under the 1940 Act for the maintenance
of segregated accounts by registered investment
companies in connection with reverse repurchase
agreements and when-issued, delayed delivery and firm
commitment transactions, and
(e) for other proper corporate purposes, but only upon
receipt of, in addition to Proper Instructions, a
certified copy of a resolution of the Board of
Directors, certified by an Officer, setting forth the
purpose or purposes of such segregated account and
declaring such purposes to be proper corporate
purposes.
Each segregated account established under this Article VI shall be
established and maintained for one Fund only. All Proper Instructions relating
to a segregated account shall specify the Fund.
15
EXHIBIT (g)
ARTICLE VII
CONCERNING THE CUSTODIAN
7.1 STANDARD OF CARE. The Custodian shall be held to the exercise
of good faith and reasonable care in carrying out its
obligations under this Agreement, and shall be without
liability to the Corporation or any Fund for any loss, damage,
cost, expense (including attorneys' fees and disbursements),
liability or claim unless such loss, damage, cost, expense,
liability or claim arises from negligence, bad faith or
willful misconduct on its part or on the part of any
Sub-Custodian appointed pursuant to Section 3.3 above. The
Custodian shall be entitled to rely on and may act upon advice
of counsel on all matters, and shall be without liability for
any action reasonably taken or omitted pursuant to such
advice. The Custodian shall promptly notify the Corporation of
any action taken or omitted by the Custodian pursuant to
advice of counsel. The Custodian shall not be under any
obligation at any time to ascertain whether the Corporation or
the Fund is in compliance with the provisions of the
Corporation's charter documents or by-laws, or its investment
objectives and policies as then in effect.
7.2 ACTUAL COLLECTION REQUIRED. The Custodian shall not be liable
for, or considered to be the custodian of, any cash belonging
to a Fund or any money represented by a check, draft or other
instrument for the payment of money, until the Custodian or
its agents actually receive such cash or collect on such
instrument.
7.3 NO RESPONSIBILITY FOR TITLE, ETC. So long as and to the extent
that it is in the exercise of good faith and reasonable care,
the Custodian shall not be responsible for the title, validity
or genuineness of any property or evidence of title thereto
received or delivered by it pursuant to this Agreement.
7.4 LIMITATION ON DUTY TO COLLECT. Custodian shall not be required
to enforce collection, by legal means or otherwise, of any
money or property due and payable with respect to Securities
held for a Fund if such Securities are in default or payment
is not made after due demand or presentation.
7.5 RELIANCE UPON DOCUMENTS AND INSTRUCTIONS. The Custodian shall
be entitled to rely upon any certificate, notice or other
instrument in writing received by it and reasonably believed
by it to be genuine. The Custodian shall be entitled to rely
upon any Oral Instructions and any Written Instructions
actually received by it and reasonably believed to be genuine
pursuant to this Agreement.
7.6 EXPRESS DUTIES ONLY. The Custodian shall have no duties or
obligations whatsoever except such duties and obligations as
are specifically set forth in this Agreement, and no covenant
or obligation shall be implied in this Agreement against the
Custodian.
7.7 CO-OPERATION. The Custodian shall cooperate with and supply
necessary information to the entity or entities appointed by
the Corporation to keep the
16
EXHIBIT (g)
books of account of each Fund and/or compute the value of
the assets of each Fund. The Custodian shall take all such
reasonable actions as the Corporation may from time to time
request to enable the Corporation to obtain, from year to
year, favorable opinions from the Corporation's independent
accountants with respect to the Custodian's activities
hereunder in connection with (a) the preparation of the
Corporation's reports on Form N-1A and Form N-SAR and any
other reports required by the SEC, and (b) the fulfillment
by the Corporation of any other requirements of the SEC.
ARTICLE VIII
INDEMNIFICATION
8.1 INDEMNIFICATION BY CORPORATION. The Corporation shall
indemnify and hold harmless the Custodian and any
Sub-Custodian appointed pursuant to Section 3.3 above, and any
nominee of the Custodian or of such Sub-Custodian, from and
against any loss, damage, cost, expense (including attorneys'
fees and disbursements), liability (including, without
limitation, liability arising under the Securities Act of
1933, the 1934 Act, the 1940 Act, and any state or foreign
securities and/or banking laws) or claim arising directly or
indirectly (a) from the fact that Securities are registered in
the name of any such nominee, or (b) from any action or
inaction by the Custodian or such Sub-Custodian (i) at the
request or direction of or in reliance on the advice of the
Corporation, or (ii) upon Proper Instructions, or (c)
generally, from the performance of its obligations under this
Agreement or any sub-custody agreement with a Sub-Custodian
appointed pursuant to Section 3.3 above, provided that neither
the Custodian nor any such Sub-Custodian shall be indemnified
and held harmless from and against any such loss, damage,
cost, expense, liability or claim arising from the Custodian's
or such Sub-Custodian's negligence, bad faith or willful
misconduct.
8.2 INDEMNIFICATION BY CUSTODIAN. The Custodian shall indemnify
and hold harmless the Corporation, its officers, directors and
agents from and against any loss, damage, cost, expense
(including attorneys' fees and disbursements), liability
(including without limitation, liability arising under the
Securities Act of 1933, the 1934 Act, the 1940 Act, and any
state or foreign securities and/or banking laws) or claim
arising from the negligence, bad faith or willful misconduct
of the Custodian or any Sub-Custodian appointed pursuant to
Section 3.3 above, or any nominee of the Custodian or of such
Sub-Custodian.
8.3 INDEMNITY TO BE PROVIDED. If the Corporation requests the
Custodian to take any action with respect to Securities, which
may, in the opinion of the Custodian, result in the Custodian
or its nominee becoming liable for the payment of money or
incurring liability of some other form, the Custodian shall
not be required to take such action until the Corporation
shall have provided indemnity therefor to the Custodian in an
amount and form satisfactory to the Custodian.
17
EXHIBIT (g)
8.4 SECURITY. If the Custodian advances cash or Securities to a
Fund for any purpose, either at the Corporation's request or
as otherwise contemplated in this Agreement, or in the event
that the Custodian or its nominee incurs, in connection with
its performance under this Agreement, any loss, damage, cost,
expense (including attorneys' fees and disbursements),
liability or claim (except such as may arise from its or its
nominee's negligence, bad faith or willful misconduct), then,
in any such event, any property at any time held for the
account of a Fund shall be security therefor, and should the
Fund fail promptly to repay or indemnify the Custodian, the
Custodian shall be entitled to utilize available cash of such
Fund and to dispose of other assets of such Fund to the extent
necessary to obtain reimbursement or indemnification.
ARTICLE IX
FORCE MAJEURE
Neither the Custodian nor the Corporation shall be liable for any
failure or delay in performance of its obligations under this Agreement arising
out of or caused, directly or indirectly, by circumstances beyond its reasonable
control, including, without limitation, acts of God; earthquakes; fires; floods;
wars; civil or military disturbances; sabotage; strikes; epidemics; riots; power
failures; computer failure and any such circumstances beyond its reasonable
control as may cause interruption, loss or malfunction of utility,
transportation, computer (hardware or software) or telephone communication
service; accidents; labor disputes; acts of civil or military authority;
governmental actions; or inability to obtain labor, material, equipment or
transportation; provided, however, that the Custodian in the event of a failure
or delay (i) shall not discriminate against a Fund in favor of any other
customer of the Custodian in making computer time and personnel available to
input or process the transactions contemplated by this Agreement and (ii) shall
use its best efforts to ameliorate the effects of any such failure or delay.
ARTICLE X
EFFECTIVE PERIOD; TERMINATION
10.1 EFFECTIVE PERIOD. This Agreement shall become effective as of
its execution and shall continue in full force and effect
until terminated as hereinafter provided.
10.2 TERMINATION. Either party hereto may terminate this Agreement
by giving to the other party a notice in writing specifying
the date of such termination, which shall be not less than
sixty (60) days after the date of the giving of such notice.
If a successor custodian shall have been appointed by the
Board of Directors, the Custodian shall, upon receipt of a
notice of acceptance by the successor custodian, on such
specified date of termination (a) deliver directly to the
successor custodian all Securities (other than Securities held
in a Book-Entry System or Securities Depository) and cash then
owned by each Fund and held by the Custodian as custodian, and
(b) transfer any Securities held in a Book-Entry System or
Securities Depository to an account of or for the benefit of
each Fund at the successor custodian, provided that the
Corporation shall have paid to the Custodian all fees,
expenses and other amounts to the payment or reimbursement
18
EXHIBIT (g)
of which it shall then be entitled. Upon such delivery and
transfer, the Custodian shall be relieved of all obligations
under this Agreement. The Corporation may at any time
immediately terminate this Agreement in the event of the
appointment of a conservator or receiver for the Custodian by
regulatory authorities or upon the happening of a like event
at the direction of an appropriate regulatory agency or court
of competent jurisdiction. Additionally, the Corporation may
remove certain Funds as parties to this Agreement upon such
Funds' conversion to a feeder fund in a master/feeder fund
structure; and the Custodian hereby waives the sixty (60) day
notice requirement pursuant to this Section; however, the
Corporation shall provide reasonable notice of the anticipated
conversion date. All representations in Section 14.9 of this
Agreement shall survive the termination of this Agreement.
10.3 FAILURE TO APPOINT SUCCESSOR CUSTODIAN. If a successor
custodian is not designated by the Corporation on or before
the date of termination specified pursuant to Section 10.1
above, then the Custodian shall have the right to deliver to a
bank or corporation company of its own selection, which (a) is
a "bank" as defined in the 1940 Act and (b) has aggregate
capital, surplus and undivided profits as shown on its then
most recent published report of not less than $25 million, all
Securities, cash and other property held by Custodian under
this Agreement and to transfer to an account of or for each
Fund at such bank or trust company all Securities of the Fund
held in a Book-Entry System or Securities Depository. Upon
such delivery and transfer, such bank or trust company shall
be the successor custodian under this Agreement and the
Custodian shall be relieved of all obligations under this
Agreement.
ARTICLE XI
COMPENSATION OF CUSTODIAN
The Custodian shall be entitled to compensation as agreed upon from
time to time by the Corporation and the Custodian. The fees and other charges in
effect on the date hereof and applicable to each Fund are set forth in Exhibit D
attached hereto.
ARTICLE XII
LIMITATION OF LIABILITY
It is expressly agreed that the obligations of the Corporation
hereunder shall not be binding upon any of the Directors, shareholders,
nominees, officers, agents or employees of the Corporation personally, but shall
bind only the property of the Corporation. The execution and delivery of this
Agreement have been authorized by the Directors, and this Agreement has been
signed and delivered by an authorized officer of the Corporation, acting as
such, and neither such authorization by the Directors nor such execution and
delivery by such officer shall be deemed to have been made by any of them
individually or to impose any liability on any of them personally, but shall
bind only the corporation property of the Corporation.
19
EXHIBIT (g)
ARTICLE XIII
NOTICES
Unless otherwise specified herein, all demands, notices, instructions,
and other communications to be given hereunder shall be in writing and shall be
sent or delivered to the recipient at the address set forth after its name
hereinbelow:
TO THE CORPORATION:
AHA Investment Funds, Inc.
000 Xxxxx XxXxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxxx
TO CUSTODIAN:
Firstar Bank, N.A.
000 Xxxxxx Xxxxxx, X.X. XX-XX-00XX
Xxxxxxxxxx, Xxxx 00000
Attention: Mutual Fund Custody Services
Telephone: (513) 632_____
Facsimile: (000) 000-0000
or at such other address as either party shall have provided to the other by
notice given in accordance with this Article XIII. Writing shall include
transmissions by or through teletype, facsimile, central processing unit
connection, on-line terminal and magnetic tape.
ARTICLE XIV
MISCELLANEOUS
14.1 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Ohio.
14.2 REFERENCES TO CUSTODIAN. The Corporation shall not circulate
any printed matter which contains any reference to Custodian
without the prior written approval of Custodian, excepting
printed matter contained in the prospectus or statement of
additional information for a Fund and such other printed
matter as merely identifies Custodian as custodian for a Fund.
The Corporation shall submit printed matter requiring approval
to Custodian in draft form, allowing sufficient time for
review by Custodian and its counsel prior to any deadline for
printing.
14.3 NO WAIVER. No failure by either party hereto to exercise, and
no delay by such party in exercising, any right hereunder
shall operate as a waiver thereof. The exercise by either
party hereto of any right hereunder shall not preclude the
20
EXHIBIT (g)
exercise of any other right, and the remedies provided herein
are cumulative and not exclusive of any remedies provided at
law or in equity.
14.4 AMENDMENTS. This Agreement cannot be changed orally and no
amendment to this Agreement shall be effective unless
evidenced by an instrument in writing executed by the parties
hereto.
14.5 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, and by the parties hereto on separate
counterparts, each of which shall be deemed an original but
all of which together shall constitute but one and the same
instrument.
14.6 SEVERABILITY. If any provision of this Agreement shall be
invalid, illegal or unenforceable in any respect under any
applicable law, the validity, legality and enforceability of
the remaining provisions shall not be affected or impaired
thereby.
14.7 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
and shall inure to the benefit of the parties hereto and their
respective successors and assigns; provided, however, that
this Agreement shall not be assignable by either party hereto
without the written consent of the other party hereto.
14.8 HEADINGS. The headings of sections in this Agreement are for
convenience of reference only and shall not affect the meaning
or construction of any provision of this Agreement.
14.9 CONFIDENTIALITY. Neither the Custodian nor the Corporation
shall disclose or use nonpublic personal information (as
defined by Rule 3(t) of Regulation S-P under the federal
securities laws) provided by the other party, except as
necessary to carry out the purposes for which such information
is provided, including information that is used in accordance
with Rules 14 and 15 of Regulation S-P in the ordinary course
of business.
14.10 ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties hereto and supercedes any prior
agreement with respect to the subject matter hereof, whether
oral or written.
14.11 ADDITIONAL FUNDS. In the event the Corporation establishes
additional series or classes of shares than those listed on
the attached Exhibit C, and the Corporation
21
EXHIBIT (g)
desires to have Custodian act as custodian to such series or
class under the terms hereof, the Corporation shall so notify
Custodian in writing and if Custodian agrees in writing to
provide such services, such series or class shall be covered
by this Agreement.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed and delivered in its name and on its behalf by its
representatives thereunto duly authorized, all as of the day and year first
above written.
ATTEST: AHA INVESTMENT FUNDS, INC.
By:
------------------------------ -----------------------------
ATTEST: FIRSTAR BANK, N.A.
By:
------------------------------ -----------------------------
22
EXHIBIT (g)
EXHIBIT A
AUTHORIZED PERSONS
Set forth below are the names and specimen signatures of the persons
authorized by the Corporation to administer the Fund Custody Accounts.
AUTHORIZED PERSONS SPECIMEN SIGNATURES
President:
-------------------
Secretary:
-------------------
Treasurer:
-------------------
Vice President:
-------------------
Adviser Employees:
-------------------
-------------------
Transfer Agent/Fund Accountant
Employees:
-------------------
-------------------
-------------------
-------------------
-------------------
23
EXHIBIT (g)
EXHIBIT B
FIRSTAR BANK, N.A.
STANDARDS OF SERVICE GUIDE
Firstar Bank, N.A. is committed to providing superior quality service
to all customers and their agents at all times. We have compiled this guide as a
tool for our clients to determine our standards for the processing of security
settlements, payment collection, and capital change transactions. Deadlines
recited in this guide represent the times required for Firstar Bank to guarantee
processing. Failure to meet these deadlines will result in settlement at our
client's risk. In all cases, Firstar Bank will make every effort to complete all
processing on a timely basis.
Firstar Bank is a direct participant of the Depository Trust Company, a
direct member of the Federal Reserve Bank of Cleveland, and utilizes the Bankers
Trust Company as its agent for ineligible and foreign securities.
For corporate reorganizations, Firstar Bank utilizes SEI's Reorg
Source, Financial Information, Inc., XCITEK, DTC Important Notices, and the WALL
STREET JOURNAL.
For bond calls and mandatory puts, Firstar Bank utilizes SEI's Bond
Source, Xxxxx Information Systems, Standard & Poor's Corporation, and DTC
Important Notices. Firstar Bank will not notify clients of optional put
opportunities.
Any securities delivered free to Firstar Bank or its agents must be
received three (3) business days prior to any payment or settlement in order for
the Firstar Bank standards of service to apply.
Should you have any questions regarding the information contained in
this guide, please feel free to contact your account representative.
THE INFORMATION CONTAINED IN THIS STANDARDS OF SERVICE GUIDE IS SUBJECT
TO CHANGE. SHOULD ANY CHANGES BE MADE FIRSTAR BANK WILL PROVIDE YOU
WITH AN UPDATED COPY OF ITS STANDARDS OF SERVICE GUIDE.
24
EXHIBIT (g)
FIRSTAR BANK SECURITY SETTLEMENT STANDARDS
TRANSACTION TYPE INSTRUCTIONS DEADLINES* DELIVERY INSTRUCTIONS
DTC 1:30 P.M. on Settlement Date DTC Participant #0000
Xxxxx Xxxx XX 00000
Institutional #________________
For Account #____________
Federal Reserve Book Entry 12:30 P.M. on Settlement Date Federal Reserve Bank of Cinti/Trust
for Firstar Bank, N.A. ABA# 000000000
For Account #_____________
Fed Wireable FNMA & FHLMC 12:30 P.M. on Settlement Date Bk of NYC/Cust
ABA 000000000
A/C Firstar Bank # 117612
For Account #____________
Federal Reserve Book Entry (Repurchase 1:00 P.M. on Settlement Date Federal Reserve Bank of Cinti/Spec
Agreement Collateral Only) for Firstar Bank, N.A. ABA# 000000000
For Account #_____________
PTC Securities 12:00 P.M. on Settlement Date PTC For Account BYORK
(GNMA Book Entry) Firstar Bank / 117612
Physical Securities 9:30 A.M. EST on Settlement Date Bank of New York
(for Deliveries, by 4:00 P.M. on One Wall Street- 3rd Floor - Window A
Settlement Date minus 1) Xxx Xxxx, XX 00000
For account of Firstar Bank / Cust #117612
Attn: Xxxxxx Xxxxxx
CEDEL/EURO-CLEAR 11:00 A.M. on Settlement Date minus 2 Cedel a/c 55021
FFC: a/c 387000
Firstar Bank / Global Omnibus
Cash Wire Transfer 3:00 P.M. Firstar Bank,X.X. Xxxxx/Trust ABA# 000000000
Credit Account #0000000
Further Credit to ___________
Account # _______________
* All times listed are Eastern Standard Time.
25
EXHIBIT (g)
FIRSTAR BANK PAYMENT STANDARDS
SECURITY TYPE INCOME PRINCIPAL
Equities Payable Date
Municipal Bonds* Payable Date Payable Date
Corporate Bonds* Payable Date Payable Date
Federal Reserve Bank Book Entry* Payable Date Payable Date
PTC GNMA's (P&I) Payable Date + 1 Payable Date + 1
CMOs *
DTC Payable Date + 1 Payable Date + 1
Bankers Trust Payable Date + 1 Payable Date + 1
SBA Loan Certificates When Received When Received
Unit Investment Trust Certificates* Payable Date Payable Date
Certificates of Deposit* Payable Date + 1 Payable Date + 1
Limited Partnerships When Received When Received
Foreign Securities When Received When Received
*Variable Rate Securities
Federal Reserve Bank Book Entry Payable Date Payable Date
DTC Payable Date + 1 Payable Date + 1
Bankers Trust Payable Date + 1 Payable Date + 1
NOTE: If a payable date falls on a weekend or bank holiday, payment
will be made on the immediately following business day.
25
EXHIBIT (g)
FIRSTAR BANK CORPORATE REORGANIZATION STANDARDS
TYPE OF ACTION NOTIFICATION TO CLIENT DEADLINE FOR CLIENT INSTRUCTIONS TRANSACTION
TO FIRSTAR BANK POSTING
Rights, Warrants, Later of 10 business days prior to 5 business days prior to expiration Upon receipt
and Optional Mergers expiration or receipt of notice
Mandatory Puts with Later of 10 business days prior to 5 business days prior to expiration Upon receipt
Option to Retain expiration or receipt of notice
Class Actions 10 business days prior to expiration date 5 business days prior to expiration Upon receipt
Voluntary Tenders, Later of 10 business days prior to 5 business days prior to expiration Upon receipt
Exchanges, expiration or receipt of notice
and Conversions
Mandatory Puts, Defaults, At posting of funds or securities None Upon receipt
Liquidations, Bankruptcies, received
Stock Splits, Mandatory
Exchanges
Full and Partial Calls Later of 10 business days prior to None Upon receipt
expiration or receipt of notice
NOTE: Fractional shares/par amounts resulting from any of the above
will be sold.
26
EXHIBIT (g)
EXHIBIT C
NAMES OF FUNDS
SERIES SHARE CLASS
------ -----------
AHA Limited Maturity Fixed Income Fund A, I, IS
AHA Full Maturity Fixed Income Fund A, I, IS
AHA Balanced Fund A, I, IS
AHA Diversified Equity Fund A, I, IS
AHA U.S. Growth Equity Fund A, I, IS
AHA International Core Equity Fund A, I, IS
AHA U.S. Government Money Market Fund I
27
