EXHIBIT (g)
CUSTODIAN AGREEMENT
THIS AGREEMENT made on September 1, 1994, between AHA Investment
Funds, Inc., currently comprised of the Limited Maturity Fixed Income
Portfolio, Full Maturity Fixed Income Portfolio, Diversified Equity
Portfolio, and Balanced Portfolio, a Maryland corporation (hereinafter called
the ("Funds"), and FIRSTAR TRUST COMPANY, a corporation organized under the
laws of the State of Wisconsin (hereinafter called "Custodian").
W I T N E S S E T H :
WHEREAS, the Funds desires that its securities and cash shall
be hereafter held and administered by Custodian pursuant to the terms of
this Agreement:
NOW, THEREFORE, in consideration of the mutual agreements
herein made, the Funds and Custodian agree as follows:
1. DEFINITIONS
The word "securities" as used herein includes stocks, shares, bonds,
debentures, notes, mortgages or other obligations, and any certificates,
receipts, warrants or other instruments representing rights to receive,
purchase or subscribe for the same, or evidencing or representing any other
rights or interests therein, or in any property or assets.
The words "officers' certificate" shall mean a request or
direction or certification in writing signed in the name of the Funds by
any two of the President, a Vice President, the Secretary and the
Treasurer of the Funds, or any other persons duly authorized to sign by
the Board of Directors.
The word "Board" shall mean Board of Directors of AHA
Investment Funds, Inc.
2. NAMES, TITLES, AND SIGNATURES OF THE FUNDS' OFFICERS
An officer of the Funds will certify to Custodian the names and
signatures of those persons authorized to sign the officers'
certificates described in Section 1 hereof, and the names of the members
of the Board of Directors, together with any changes which may occur
from time to time.
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3. RECEIPT AND DISBURSEMENT OF MONEY
A. Custodian shall open and maintain a separate account or
accounts in the name of the Funds, subject only to draft or order by
Custodian acting pursuant to the terms of this Agreement. Custodian
shall hold in such account or accounts, subject to the provisions
hereof, all cash received by it from or for the account of the Funds.
Custodian shall make payments of cash to, or for the account of, the
Funds from such cash only:
(a) for the purchase of securities for the portfolio of the
Funds upon the delivery of such securities to Custodian,
registered in the name of the Funds or of the nominee of
Custodian referred to in Section 7 or in proper form for
transfer;
(b) for the purchase or redemption of shares of the common
stock of the Funds upon delivery thereof to Custodian, or
upon proper instructions from the AHA Investment Funds,
Inc.;
(c) for the payment of interest, dividends, taxes, investment
adviser's fees or operating expenses (including, without
limitation thereto, fees for legal, accounting, auditing
and custodian services and expenses for printing and
postage);
(d) for payments in connection with the conversion, exchange
or surrender of securities owned or subscribed to by the
Funds held by or to be delivered to Custodian; or
(e) for other proper corporate purposes certified by
resolution of the Board of Directors of the Funds.
Before making any such payment, Custodian shall receive (and
may rely upon) an officers' certificate requesting such payment and
stating that it is for a purpose permitted under the terms of items
(a), (b), (c), or (d) of this Subsection A, and also, in respect of item
(c), upon receipt of an officers' certificate specifying the amount of
such payment, setting forth the purpose for which such payment is to be
made, declaring such purpose to be a proper corporate purpose, and
naming the person or persons to whom such payment is to be made,
provided, however, that an officers' certificate need not precede the
disbursement of cash for the purpose of purchasing a money market
instrument, or any other security with same or next-day settlement, if
the President, a Vice President, the Secretary or the Treasurer of the
Funds issues appropriate oral or facsimile instructions to Custodian and
an appropriate officers' certificate is received by Custodian within two
business days thereafter.
B. Custodian is hereby authorized to endorse and collect all
checks, drafts or other orders for the payment of money received by
Custodian for the account of the Funds.
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C. Custodian shall, upon receipt of proper instructions, make
federal funds available to the Funds as of specified times agreed upon
from time to time by the Funds and the custodian in the amount of checks
received in payment for shares of the Funds which are deposited into the
Funds' account.
4. SEGREGATED ACCOUNTS
Upon receipt of proper instructions, the Custodian shall
establish and maintain a segregated account(s) for and on behalf of the
portfolio, into which account(s) may be transferred cash and/or
securities.
5. TRANSFER, EXCHANGE, REDELIVERY, ETC. OF SECURITIES
Custodian shall have sole power to release or deliver any
securities of the Funds held by it pursuant to this Agreement. Custodian
agrees to transfer, exchange or deliver securities held by it hereunder
only;
(a) for sales of such securities for the account of the Funds
upon receipt by Custodian of payment therefore;
(b) when such securities are called, redeemed or retired or
otherwise become payable;
(c) for examination by any broker selling any such
securities in accordance with "street delivery" custom;
(d) in exchange for, or upon conversion into, other
securities alone or other securities and cash whether
pursuant to any plan of merger, consolidation,
reorganization, recapitalization or readjustment, or
otherwise;
(e) upon conversion of such securities pursuant to their
terms into other securities;
(f) upon exercise of subscription, purchase or other similar
rights represented by such securities;
(g) for the purpose of exchanging interim receipts or
temporary securities for definitive securities;
(h) for the purpose of redeeming in kind shares of common
stock of the Funds upon delivery thereof to Custodian; or
(i) for other proper corporate purposes.
As to any deliveries made by Custodian pursuant to items (a),
(b), (d), (e), (f), and (g), securities or cash receivable in exchange
therefore shall be deliverable to Custodian.
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Before making any such transfer, exchange or delivery, Custodian shall
receive (and may rely upon) an officers' certificate requesting such
transfer, exchange or delivery, and stating that it is for a purpose
permitted under the terms of items (a), (b), (c), (d), (e), (f), (g), or (h)
of this Section 5 and also, in respect of item (i), upon receipt of an
officers' certificate specifying the securites to be delivered, setting forth
the purpose for which such delivery is to be made, declaring such purpose to
be a proper corporate purpose, and naming the person or persons to whom
delivery of such securities shall be made, provided, however, that an
officers' certificate need not precede any such transfer, exchange or
delivery of a money market instrument, or any other security with same or
next-day settlement, if the President, a Vice President, the Secretary or the
Treasurer of the Funds issues appropriate oral or facsimile instructions to
Custodian and an appropriate officers' certificate is received by Custodian
within two business days thereafter.
6. CUSTODIAN'S ACTS WITHOUT INSTRUCTIONS
Unless and until Custodian receives an officers' certificate to the
contrary, Custodian shall: (a) present for payment all coupons and other
income items held by it for the account of the Funds, which call for payment
upon presentation and hold the cash received by it upon such payment for the
account of the Funds; (b) collect interest and cash dividends received, with
notice to the Funds, for the account of the Funds; (c) hold for the account
of the Funds hereunder all stock dividends, rights and similar securities
issued with respect to any securities held by it hereunder; and (d) execute,
as agent on behalf of the Funds, all necessary ownership certificates
required by the Internal Revenue Code or the Income Tax Regulations of the
United States Treasury Department or under the laws of any state now or
hereafter in effect, inserting the Funds' name on such certificates as the
owner of the securities covered thereby, to the extent it may lawfully do so.
7. REGISTRATION OF SECURITIES
Except as otherwise directed by an officers' certificate, Custodian shall
register all securities, except such as are in bearer form, in the name of a
registered nominee of Custodian as defined in the Internal Revenue Code and
any Regulations of the Treasury Department issued hereunder or in any
provision of any subsequent federal tax law exempting such transaction from
liability for stock transfer taxes, and shall execute and deliver all such
certificates in connection therewith as may be required by such laws or
regulations or under the laws of any state. Custodian shall use its best
efforts to the end that the specific securities held by it hereunder shall be
at all times identifiable in its records.
The Funds shall from time to time furnish to Custodian appropriate
instruments to enable Custodian to hold or deliver in proper form for
transfer, or to register in the name of its registered nominee, any
securities which it may hold for the account of the Funds and which may from
time to time be registered in the name of the Funds.
8. VOTING AND OTHER ACTION
Neither Custodian nor any nominee of Custodian shall vote any of the
securities held hereunder by or for the account of the Funds, except in
accordance with the instructions contained in an officers' certificate.
Custodian shall deliver, or cause to be executed and
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delivered, to the Corporation all notices, proxies and proxy soliciting
materials with relation to such securities, such proxies to be executed by
the registered holder of such securities (if registered otherwise than in the
name of the Funds), but without indicating the manner in which such proxies
are to be voted.
9. TRANSFER TAX AND OTHER DISBURSEMENTS
The Funds shall pay or reimburse Custodian from time to time for any
transfer taxes payable upon transfers of securities made hereunder, and for
all other necessary and proper disbursements and expenses made or incurred by
Custodian in the performance of this Agreement.
Custodian shall execute and deliver such certificates in connection with
securities delivered to it or by it under this Agreement as may be required
under the provisions of the Internal Revenue Code and any Regulations of the
Treasury Department issued thereunder, or under the laws of any state, to
exempt from taxation any exemptable transfers and/or deliveries of any such
securities.
10. CONCERNING CUSTODIAN
Custodian shall be paid as compensation for its services pursuant to this
Agreement such compensation as may from time to time be agreed upon in
writing between the two parties. Until modified in writing, such compensation
shall be as set forth in Exhibit A attached hereto.
Custodian shall not be liable for any action taken in good faith upon any
certificate herein described or certified copy of any resolution of the
Board, and may rely on the genuineness of any such document which it may in
good faith believe to have been validly executed.
The Funds agrees to indemnify and hold harmless Custodian and its nominee
from all taxes, charges, expenses, assessments, claims and liabilities
(including counsel fees) incurred or assessed against it or by its nominee in
connection with the performance of this Agreement, except such as may arise
from its or its nominee's own negligent action, negligent failure to act or
willful misconduct. Custodian is authorized to charge any account of the
Funds for such items. In the event of any advance of cash for any purpose
made by Custodian resulting from orders or instructions of the Funds, or in
the event that Custodian or its nominee shall incur or be assessed any taxes,
charges, expenses, assessments, claims or liabilities in connection with the
performance of this Agreement, except such as may arise from its or its
nominee's own negligent action, negligent failure to act or willful
misconduct, any property at any time held for the account of the Funds shall
be security therefore.
11. SUBCUSTODIANS
Custodian is hereby authorized to engage another bank or trust company as
a Subcustodian for all or any part of the Funds' assets, so long as any such
bank or trust company is a bank or trust company organized under the laws of
any state of the United States, having an aggregate capital, surplus and
undivided profit, as shown by its last
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published report, of not less than Two Million Dollars ($2,000,000) and
provided further that, if the Custodian utilizes the services of a
Subcustodian, the Custodian shall remain fully liable and responsible for any
losses caused to the Funds by the Subcustodian as fully as if the Custodian
was directly responsible for any such losses under the terms of the Custodian
Agreement.
Notwithstanding anything contained herein, if the Funds requires the
Custodian to engage specific Subcustodians for the safekeeping and/or
clearing of assets, the Funds agrees to indemnify and hold harmless Custodian
from all claims, expenses and liabilities incurred or assessed against it in
connection with the use of such Subcustodian in regard to the Funds' assets,
except as may arise from its own negligent action, negligent failure to act
or willful misconduct.
12. REPORTS BY CUSTODIAN
Custodian shall furnish the Funds periodically as agreed upon with a
statement summarizing all transactions and entries for the account of Funds.
Custodian shall furnish to the Funds, at the end of every month, a list of
the portfolio securities showing the aggregate cost of each issue. The books
and records of Custodian pertaining to its actions under this Agreement shall
be open to inspection and audit at reasonable times by officers of, and of
auditors employed by, the Funds.
13. TERMINATION OR ASSIGNMENT
This Agreement may be terminated by the Funds, or by Custodian, on ninety
(90) days notice, given in writing and sent by registered mail to Custodian
at X.X. Xxx 0000, Xxxxxxxxx, Xxxxxxxxx 00000, or to the Funds at 000 Xxxx Xxx
Xxxx, Xxxxxxxxxxxx, Xxxxxxxx 00000, as the case may be. Upon any termination
of this Agreement, pending appointment of a successor to Custodian or a vote
of the shareholders of the Funds to dissolve or to function without a
custodian of its cash, securities and other property. Custodian shall not
deliver cash, securities or other property of the Funds to the Funds, but may
deliver them to a bank or trust company of its own selection, having an
aggregate capital, surplus and undivided profits, as shown by its last
published report of not less than Two Million Dollars ($2,000,000) as a
Custodian for the Funds to be held under terms similar to those of this
Agreement, provided, however, that Custodian shall not be required to make any
such delivery or payment until full payment shall have been made by the Funds
of all liabilities constituting a charge on or against the properties then
held by Custodian or on or against Custodian, and until full payment shall
have been made to Custodian of all its fees, compensation, costs and
expenses, subject to the provisions of Section 10 of this Agreement.
This Agreement may not be assigned by Custodian without the consent of
the Funds, authorized or approved by a resolution of its Board of Directors.
14. DEPOSITS OF SECURITIES IN SECURITIES DEPOSITORIES
No provision of this Agreement shall be deemed to prevent the use by
Custodian of a central securities clearing agency or securities depository,
provided, however, that Custodian and the central securities clearing agency
or securities depository meet all
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applicable federal and state laws and regulations, and the Board of Directors
of the Funds approves by resolution the use of such central securities
clearing agency or securities depository.
15. RECORDS
To the extent that Custodian in any capacity prepares or maintains any
records required to be maintained and preserved by the Funds pursuant to the
provisions of the Investment Company Act of 1940, as amended, or the rules
and regulations promulgated thereunder, Custodian agrees to make any such
records available to the Funds upon request and to preserve such records for
the periods prescribed in Rule 31a-2 under the Investment Company Act of
1940, as amended.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and their respective corporate seals to be affixed hereto as of the
date first above-written by their respective officers thereunto duly
authorized.
Executed in several counterparts, each of which is an original.
ATTEST: Firstar Trust Company
/S/ XXXX X. KLESHANK BY /S/ XXXXX X. XXXXX
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ATTEST: AHA Investment Funds, Inc.
/S/ XXXXX X. XXX BY /S/ X.X. XXXX, SECTY.
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