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Exhibit 99.b.9.a
REGISTRAR,
TRANSFER AGENCY AND SERVICE AGREEMENT
between
AMERICAN AADVANTAGE FUNDS
and
FIRST REPUBLICBANK DALLAS, N.A.
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TABLE OF CONTENTS
Page
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Article 1 Terms of Appointment; Duties of the Bank 1
Article 2 Fees and Expenses 3
Article 3 Representations and Warranties of the Bank 4
Article 4 Representations and Warranties of the Fund 4
Article 5 Indemnification 5
Article 6 Covenants of the Fund and the Bank 8
Article 7 Termination of Agreement 9
Article 8 Assignment 10
Article 9 Amendment 11
Article 10 Texas Law to Apply 11
Article 11 Merger of Agreement 11
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TRANSFER AGENCY AND SERVICE AGREEMENT
between
AMERICAN AADVANTAGE FUNDS
and
FIRST REPUBLICBANK DALLAS, N.A.
REGISTRAR, TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the 3rd day of April,1987, by and between AMERICAN
AADVANTAGE FUNDS, a Massachusetts business trust, having its principal office
and place of business at 0000 Xxxxxxxx Xxxxxxxxx, Xxxx Xxxxx, Xxxxx 00000 (the
"Trust"), and FIRST REPUBLICBANK DALLAS, N.A., a national banking association,
having its principal office and place of business at 000 Xxxxx Xx. Xxxx Xxxxxx,
Xxxxxx, Xxxxx 00000 (the "Bank").
WHEREAS, the Trust desires to appoint the Bank as its registrar, transfer
agent, dividend disbursing agent and agent in connection with certain other
activities and the Bank desires to accept such appointment;
NOW, THEREFORE, in consideration of the mutual convenants herein contained, the
parties hereto agree as follows:
Article 1 Terms of Appointment; Duties of the Bank
1.01 Subject to the terms and conditions set forth in this
Agreement, the Trust hereby employs and appoints the Bank to act as, and the
Bank agrees to act as, registrar of each of the Trust's series of units of
beneficial interest ( "Shares '' ) , transfer agent for the Shares, dividend
disbursing agent and agent for the shareholders of the Fund (the
"Shareholders") in connection with any dividend reinvestment plan as set out in
the prospectus and statement of additional information of the Fund. The term
"Fund" as used herein shall mean each and all such series of shares in
existence as of the date hereof, and, if mutually agreed by the Trust and the
Bank at such time, each such series of shares hereafter designated by the
Trust.
1.02 The Bank agrees that it will perform the following services:
(a) In accordance with the Fund's then current prospectus and
statement of additional information, and procedures established from time to
time by agreement between the Fund and the Bank, the Bank shall:
(i) enter on the records of the Bank on behalf of the
Fund the appropriate number of Shares, as authorized
by the Shareholders, and hold such Shares in the
appropriate Shareholder account;
(ii) effect transfers of Shares by the registered owners
thereof upon receipt of appropriate documentation;
(iii) prepare and transmit payments for dividends and
distributions declared by the Fund; and
(iv) act as agent for Shareholders in connection with any
dividend reinvestment plan of the Fund as agreed
between the Fund and the Bank from time to time.
(b) In addition to and not in lieu of the services set forth in
the above paragraph (a), the Bank shall: (i) perform all of the customary
services of a registrar, transfer agent, dividend disbursing agent and agent
for the Shareholders of the Fund in connection with any dividend reinvestment
plan of the Fund as consistent with all applicable regulations in effect as of
the date of this Agreement as more fully described in the attached fee
schedule, including but not limited to: maintaining all Shareholder accounts,
preparing Shareholder meeting lists, mailing proxies, receiving and tabulating
proxies and mailing Shareholder reports to current Shareholders, withholding
taxes on U. S. resident and non-resident alien accounts where applicable,
preparing and filing U. S. Treasury Department Forms 1099 and other appropriate
forms
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required with respect to dividends and distributions by federal authorities for
all registered Shareholders, preparing and mailing confirmation forms and
statements of account to Share- holders for all confirmable transactions in
Shareholder accounts, and providing Shareholder account information; and the
Bank shall provide a system which will enable the Fund to monitor the total
number of Shares sold in each State. The Fund shall (i) identify to the Bank in
writing those transactions and assets to be treated as exempt from blue sky
reporting for each State and (ii) verify the establishment of transactions for
each State on the system prior to activation and thereafter monitor the daily
activity for each State. The responsibility of the Bank for the Fund's blue sky
State registration status is solely limited to the initial establishment of
transactions subject to blue sky compliance by the Fund and the reporting of
such transactions to the Fund as provided above. Procedures applicable to
certain of these services described in paragraphs (a) and (b) may be
established from time to time by agreement between the Fund and the Bank and
shall be subject to the review and approval of the Fund. The failure of the
Fund to establish such procedures with respect to any service shall not in any
way diminish the duty and obligation of the Bank to perform such service
described in paragraph (a) and (b).
Article 2 Fees and Expenses
2.01 For the performance by the Bank of the provisions of this
Agreement, the Fund agrees to pay the Bank an annual maintenance fee as set out
in the initial fee schedule attached hereto. Such fee and out-of-pocket
expenses and advances identified under Section 2.02 below may be changed from
time to time subject to mutual written agreement between the Fund and the Bank.
2.02 In addition to the fee paid under Section 2.01 above, the Fund
agrees promptly to reimburse the Bank for reasonable out-of-pocket expenses or
advances incurred by the Bank for the items set out in the fee schedule
attached hereto. In addition, any other expenses incurred by the Bank at the
request of or with the consent of the Fund which are not properly borne by the
Bank as part of its duties and obligations under this Agreement will be
promptly reimbursed by the Fund. Postage and the cost of materials for mailing
of dividends, proxies, Fund reports and other mailings to all Shareholder
accounts shall be advanced to the Bank by the Fund at least seven (7) days
prior to the mailing date of such materials.
Article 3 Representations and Warranties of` the Bank
The Bank represents and warrants to the Fund that:
3.01 It is a national banking association duly organized and
existing and in good standing under the laws of the United States of America.
3.02 It is duly qualified to carry on its business in the State of
Texas.
3.03 It is empowered under applicable laws and by its charter and
by-laws to enter into and perform this Agreement.
3.04 All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement.
3.05 It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and obligations under
this Agreement.
Article 4 Representations and Warranties of the Fund
The Fund represents and warrants to the Bank that:
4.01 It is a duly organized Massachusetts business trust.
4.02 It is empowered under applicable laws and by governing
instrument to enter into and perform this Agreement.
4.03 All necessary actions required by its governing instrument
have been taken to authorize it to enter into and perform this Agreement.
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4.04 It is an open-end management investment company registered
under the Investment Company Act of 1940.
4.05 A registration statement under the Securities Act of 1933 is
currently effective and will remain effective and appropriate state securities
law filings have been made and will continue to be made with respect to all
Shares of the Fund being offered for sale; information to the contrary will
result in immediate notification to the Bank.
4.06 To assist the Bank in the performance of its duties hereunder,
the Trust will provide the Bank on a timely basis with the Trust's current
effective prospectus and statement of additional information immediately upon
effectiveness of each post-effective amendment to the Trust's registration
statement.
Article 5 Indemnification
5.01 The Bank shall not be responsible for, and the Fund shall
indemnify and hold the Bank harmless from and against, any and all losses,
damages, costs, charges, counsel fees, payments, expenses and liability arising
out of or attributable to:
(a) All actions of the Bank or its agents or subcontractors
required to be taken pursuant to this Agreement, provided that such actions are
taken in good faith and without negligence or willful misconduct.
(b) The Fund's refusal or failure to comply with the terms of this
Agreement, or which arise out of the Fund's lack of good faith, negligence or
willful misconduct or which arise out of the breach of any representation or
warranty of the Fund hereunder.
(c) The reliance on or use by the Bank or its agents or
subcontractors of information, records and documents which (i) are received by
the Bank or its agents or subcontractors and furnished to it by or on behalf of
the Fund, and (ii) have been prepared and/or maintained by the Fund or any
other person or firm on behalf of the Fund.
(d) The reliance on, or the carrying out by the Bank or its agents
or subcontractors of any written instructions or requests of the Fund's
representative . "Written instructions" means written instructions delivered
by mail, tested telegram, cable, telex or facsimile sending device and received
by the Bank, or its agents or subcontractors, signed by Authorized Persons as
defined in paragraph 5.03.
(e) The offer or sale of shares of Common Stock or of Shares in
violation of any requirement under the federal securities laws or regulations
or the securities laws or regulations of any state that such Shares be
registered in such state or in violation of any stop order or other
determination or ruling by any federal agency or any state with respect to the
offer or sale of such shares of Common Stock or Shares in such state.
(f) Any action or inaction taken by the Bank pursuant to written
instructions given to the Bank by an investment advisor of the Fund.
5.02 The Fund shall not be responsible for, and the Bank shall
indemnify and hold the Fund harmless from and against any and all losses,
damages, costs, charges, counsel fees, expenses and liability arising out of or
attributable to the Bank's failure to comply with the terms of this Agreement
or any action or failure or omission to act by the Bank as a result of the
Bank's lack of good faith, negligence or willful misconduct or which arise out
of the breach of any representation or warranty of the Bank hereunder.
5.03 At any time the Bank may apply to any authorized officer of
the Fund for instructions, and may consult with legal counsel experienced in
securities matters (including counsel to the Fund with respect to any matter
arising in connection with the services to be performed by the Bank under this
Agreement, and the Bank and its agents or subcontractors shall not be liable
and shall be indemnified by the Fund for any action reasonably taken or omitted
by it in reliance upon such instructions or upon the opinion of such counsel.
The Bank, its
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agents and subcontractors shall be protected and indemnified in acting upon any
paper or document furnished by or on behalf of the Fund, reasonably believed to
be genuine and to have been signed by the Proper person or persons authorized
by the Fund, as to which notice has been given to the Bank ("Authorized
Persons"), or upon any instruction, information, data, records or documents
provided by Authorized Persons to the Bank or its agents or subcontractors by
telephone, in person, machine readable input, telex, CRT data entry or other
similar means authorized by the Fund, and shall not be held to have notice of
any change of authority of any Authorized Person, until receipt of written
notice thereof from the Fund.
5.04 In the event either party is unable to perform its obligations
under the terms of this Agreement because of acts of God, strikes, equipment or
transmission failure or damage reasonably beyond its control, or other causes
reasonably beyond its control, such party shall not be liable for damages to
the other for any losses, damages, costs, charges, counsel fees, payments,
expenses or liability resulting from such failure to perform or otherwise from
such causes. In addition, the Bank shall use reasonable care to minimize the
likelihood of such damage, loss of data, delays and/or errors and should such
damage, loss of data, delays and/or errors occur, the Bank shall use its best
efforts to mitigate the effects of such occurrence.
5.05 Neither party to this Agreement shall be liable to the other
party for consequential damages under any provision of this Agreement or for
any act or failure to act hereunder.
5.06 In order that the indemnification provisions contained in this
Article 5 shall apply, upon the assertion of a claim or the institution of any
action or investigation for which either party may be required to indemnify the
other, the party seeking indemnification shall promptly notify the other party
of such assertion or institution, and shall keep the other party advised with
respect to all developments concerning such claim. The party who may be
required to indemnify shall have the option to participate with the party
seeking indemnification in the defense of such claim. The party seeking
indemnification shall in no case confess any claim or make any compromise in
any case in which the other party may be required to indemnify it except with
the other party's prior written consent.
Article 6 Covenants of the Fund and the Bank
6.01 The Fund shall promptly furnish to the Bank the following:
(a) A certified copy of the documentation reflecting the action
taken by the Fund's authorizing the appointment of the Bank and the execution
and delivery of this Agreement.
(b) A copy of the governing instrument of the Fund and all
amendments thereto. The Bank represents and warrants that to the best of its
knowledge, the various procedures and systems which the Bank has implemented
with regard to safeguarding from loss or damage the share certificates, check
forms, facsimile signature imprinting devices, and other property used in the
performance of its obligations hereunder are adequate and will enable the Bank
to perform satisfactorily its obligations hereunder and that the Bank will make
such changes therein from time to time as in its judgment are required for the
secure performance of its obligations hereunder.
6.02 The Bank 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 Investment Company Act of 1940, as
amended, and the Rules thereunder, the Bank agrees that all such records
prepared or maintained by the Bank relating to the services to be performed by
the Bank hereunder are the property of the Fund and will be preserved,
maintained and made available in accordance with such Section and Rules, and
will be surrendered promptly to the Fund on and in accordance with its request.
6.03 The Bank and the Fund agree that all books, records,
information and data pertaining to the business of the other party
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which are exchanged or received pursuant to the negotiation or the carrying out
of this Agreement shall remain confidential, and shall not be voluntarily
disclosed to any other person, except as may be required by law.
6.04 In case of any requests or demands for the inspection of the
Shareholder records of the Fund, the Bank will endeavor to notify the Fund and
to secure instructions from an authorized officer of the Fund as to such
inspection. The Bank reserves the right, however, to exhibit the Shareholder
records to any person whenever it is advised by its counsel that it may be held
liable for the failure to exhibit the Shareholder records to such person.
6.05 The Fund shall make all required filings under federal and
state securities laws.
Article 7 Termination of Agreement
7.01 This Agreement may be terminated by either party upon one
hundred twenty (120) days written notice to the other. Any such termination
shall not effect the rights and obligations of the parties under Article 5
hereof.
7.02 Should the Fund exercise its right to terminate, all
out-of-pocket expenses associated with the movement of records and material
will be borne by the Fund. Additionally, the Bank reserves the right to charge
for any other reasonable expenses and for its time at its customary rate
associated with such termination. In the event that the Fund designates a
successor to any of the Bank's obligations hereunder, the Bank shall, at the
expense and direction of the Fund, transfer to such successor a certified list
of the Shareholders of the Fund, a complete record of the account of each
Shareholder, and all other relevant books, records and other data established
or maintained by the Bank hereunder.
Article 8 Assignment
8.01. Neither this Agreement nor any rights or obligations hereunder
may be assigned by either party without the written consent of the other party.
8.02 This Agreement shall inure to the benefit of and be binding
upon the parties and their respective permitted successors and assigns. The
Bank agrees that any claims by it against the Trust under this Agreement may be
satisfied only from the assets of the Trust; that the person executing this
Agreement on behalf of the Trust has executed it in his capacity as an officer
of the Trust and not individually, and that the obligations of the Trust
arising out of this Agreement are not binding upon such person or the Trust's
shareholders individually but are binding only upon the assets and property of
the Trust; and that no shareholders, trustees or officers of the Trust may be
held personally liable or responsible for any obligations of the Trust arising
out of this Agreement.
The Trust agrees that the person executing this Agreement on behalf of
the Bank has executed it in his capacity as an officer of the Bank and not
individually, and that the obligations of the Bank arising out of this
Agreement are not binding on such person or the Bank's officers, directors,
employees or shareholders individually but are binding only upon the Bank; and
that no officer, director, employee or shareholder of the Bank may beheld
personally liable or responsible for any obligations of the Bank arising out of
this Agreement.
Article 9 Amendment
9.01 This Agreement may be amended or modified by a written
agreement executed by both parties and authorized or approved by a resolution
of the Board of Trustees of the Trust.
Article 10 Texas Law to Apply
10.01 This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the State of Texas.
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Article 11 Merger of Agreement
11.01 This Agreement constitutes the entire agreement between the
parties hereto and supersedes any prior agreement with respect to the subject
hereof whether oral or written.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf under their seals by and through
their duly authorized officers, as of the day and year first above written.
AMERICAN AADVANTAGE FUNDS
BY:/s/ Xxxxxxx X. Xxxxx
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ATTEST:
/s/ Xxxxxx X. Xxxxxxxx
-------------------------
Authorized Employee
FIRST REPUBLICBANK DALLAS, N.A.
BY: /s/ X. Xxxxxxx
-----------------------------------
Senior Vice President and Trust Officer
ATTEST:
/s/ Xxxxx X. Xxxxxxx
----------------------
Authorized Officer
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FEE SCHEDULE
Shareholder Accounting
$16.00 per year per shareholder account for a money market fund, plus
.75c. for each non-dividend transaction, e.g., purchases and sales of
shares.
$6.00 per year per shareholder account for a regular mutual fund.
Plus $l0.00 for each wire transfer of funds in or out.
Minimum fees -
$1,000 per month on a money market fund.
500 per month on a regular mutual fund.
Fund Accounting
A flat fee of $250 per month per manager of first 50 security
positions per manager; 51 to 100 security positions per manager per
month, $4.25 each; over 100 security positions per manager per month,
$3.50 each will be charged for providing fund accounting services
(including daily pricing).
Out-of-Pocket Expenses
The cost of stationery and supplies, checks, ledgers, postage, taxes,
insurance, courier, fee incurred for legal and auditing services and
other expenses incurred in performing the above services will be
billed separately at cost in addition to the service fee.
Additional Services Requested
1. Writing programs for P.C.'s to provide communications between
AMRISI and RBD for purchases and sales of fund shares.
One time cost $2,500 to $3,000
2. Writing and modifying trust accounting system programs to
systematically generate a 30-60-90 day turnover report for each
manager who invests in fixed income securities.
One time cost To be provided
3. For processing and recordkeeping services associated with the
short term investment fund within each mutual fund.
$250 per month per fund
$35 per purchase, sale or maturity
4. Manual preparation of the 30-60-90 day turnover report (applicable
until report can be systematically generated, at which time the
fee may be re-negotiated) .
$175 per month per manager
5. Weekly market valuation of the Money Market Find and comparison
with amortized cost valuation.
$450 per month
