Exhibit (h)(5)
ADMINISTRATION AGREEMENT
THIS AGREEMENT is made and entered into this 1st day of November, 2001, by
and between AHA INVESTMENT FUNDS, INC., a Maryland corporation (the "AHA
Funds"), and CCM ADVISORS, LLC, a Delaware limited liability company ("CCMA").
WHEREAS, the AHA Funds is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the AHA Funds has established separate series of shares
("Shares"), each corresponding to a separate investment portfolio having its own
investment objective, and may establish additional series in the future (such
existing and future series are collectively referred to herein as the "Funds");
WHEREAS, the AHA Funds desires to retain CCMA to render administrative
services to the AHA Funds and each of its Funds listed on Appendix A, as amended
from time to time, in the manner and on the terms and conditions set forth
below; and
WHEREAS, CCMA is willing to provide administrative services to the AHA
Funds and each of its Funds, in the manner and on the terms and conditions set
forth below;
NOW, THEREFORE, in consideration of their mutual promises, the AHA Funds
and CCMA agree as follows:
ARTICLE 1
Employment of CCMA
1.1 The AHA Funds hereby employs CCMA to administer, or arrange for the
administration of, its affairs to the extent requested by, and subject to the
supervision and control of, the Board of Directors of the AHA Funds (the
"Directors") for the period and upon the terms herein set forth.
1.2 CCMA accepts such employment and agrees during such period at its own
expense to render the services, or to arrange for the services to be rendered,
and to assume the obligations herein set forth for the compensation herein
provided.
1.3 CCMA shall for purposes of this Agreement be deemed to be an
independent contractor, and unless otherwise expressly provided or authorized
shall have no authority to act for or represent the AHA Funds in any way or
otherwise be deemed an agent of the AHA Funds.
1.4 The services of CCMA herein provided are not to be deemed exclusive and
CCMA shall be free to render similar services or other services to others so
long as its services hereunder shall not be impaired thereby.
ARTICLE 2
Duties of CCMA
2.1 Administrative Services. Subject to the terms of this Agreement and the
supervision and control of the Directors, CCMA shall be responsible for all
aspects of the AHA Funds's administration and operation and shall supervise the
business and affairs of the AHA Funds and each Fund, providing such services and
facilities as may be required for the effective administration of the AHA Funds
and Funds as are not provided by employees or other agents engaged by the AHA
Funds; provided that CCMA shall not have any obligation to provide under this
Agreement any such services which are the subject of a separate agreement or
arrangement between the AHA Funds and CCMA, any affiliate of CCMA, or any third
party administrator. Such administrative services include, but are not limited
to:
(a) Preparation and maintenance of the AHA Funds's registration
statement with the Securities and Exchange Commission ("SEC");
(b) Preparation and periodic updating of the prospectus and statement
of additional information for the Funds ("Prospectus");
(c) Preparation, filing with appropriate regulatory authorities, and
dissemination of various reports for the Funds, including but not limited
to semiannual reports to shareholders under Section 30(d) of the 1940 Act,
annual and semiannual reports on Form N-SAR, and notices pursuant to Rule
24f-2;
(d) Arrangement for all meetings of shareholders, including the
collection of all information required for preparation of proxy statements,
the preparation and filing with appropriate regulatory agencies of such
proxy statements, the supervision of solicitation of shareholders and
shareholder nominees in connection therewith, tabulation (or supervision of
the tabulation) of votes, response to all inquiries regarding such meetings
from shareholders, the public and the media, and preparation and retention
of all minutes and all other records required to be kept in connection with
such meetings;
(e) Maintenance and retention of all AHA Funds charter documents and
the filing of all documents required to maintain the AHA Funds's status as
a Maryland corporation and as a registered open-end investment company;
(f) Arrangement and preparation and dissemination of all materials for
meetings of the Directors and committees thereof and preparation and
retention of all minutes and other records thereof;
(g) Preparation and filing of the AHA Funds's Federal, state, and
local income tax returns and calculation of any tax required to be paid in
connection therewith;
(h) Calculation of all AHA Funds and Fund expenses and arrangement for
the payment thereof;
(i) Calculation of and arrangement for payment of all income, capital
gain, and other distributions to shareholders of each Fund;
(j) Determination, after consultation with the officers of the AHA
Funds, of the jurisdictions in which Shares shall be qualified for sale, or
may be sold pursuant to an exemption from such qualification, and
preparation and maintenance of the qualification of the Shares for sale
under the securities laws of each such jurisdiction;
(k) Provision of the services of person who may be appointed as
officers of the AHA Funds by the Directors (it is agreed that some person
or persons may be officers of both the AHA Funds and CCMA, and that the
existence of any such dual interest shall not affect the validity of this
Agreement except as otherwise provided by specific provision of applicable
law);
(l) Preparation and dissemination of the AHA Funds's and each Fund's
quarterly financial information to the Directors and preparation of such
other reports relating to the business and affairs of the AHA Funds and
each Fund as the officers and Directors may from time to time reasonably
request;
(m) Administration of the AHA Funds's Code of Ethics and required
reporting to the Directors of director and officer compliance therewith;
(n) Provision of internal legal, accounting, compliance, audit, and
risk management services and periodic reporting to the Directors with
respect to such services;
(o) Negotiation, administration, and oversight of third party services
to the AHA Funds including, but not limited to, custody, tax, transfer
agency, disaster recovery, audit, and legal services;
(p) Negotiation and arrangement for insurance desired or required of
the AHA Funds and administering all claims thereunder;
(q) Response to all inquiries by regulatory agencies, the press, and
the general public concerning the business and affairs of the AHA Funds,
including the oversight of all periodic inspections of the operations of
the AHA Funds and its agents by regulatory authorities and responses to
subpoenas and tax levies;
(r) Handling and resolution of any complaints registered with the AHA
Funds by shareholders, regulatory authorities, and the general public;
(s) Monitoring legal, tax, regulatory, and industry developments
related to the business affairs of the AHA Funds and communicating such
developments to the officers and the Directors as they may reasonably
request or as CCMA believes appropriate;
(t) Administration of operating policies of the AHA Funds and
recommendation to the officers and the Directors of the AHA Funds of
modifications to such policies to facilitate the protection of shareholders
or market competitiveness of the AHA Funds and Fund and to the extent
necessary to comply with new legal or regulatory requirements;
(u) Responding to surveys conducted by third parties and reporting of
Fund performance and other portfolio information; and
(v) Filing of claims, class actions involving portfolio securities,
and handling administrative matters in connection with the litigation or
settlement of such claims.
ARTICLE 3
Allocation of Charges and Expenses
3.1 Charges and Expenses Allocated to CCMA. CCMA shall provide all
executive, administrative, clerical and other personnel necessary to operate the
AHA Funds and shall pay the salaries and other costs of employing all of these
persons. CCMA shall also furnish the AHA Funds with office space, facilities,
and equipment and shall pay the day-to-day expenses related to the operation and
maintenance of such office space, facilities and equipment. All expenses
incurred in the organization of the AHA Funds or of any new Funds of the AHA
Funds, including legal and accounting expenses and certain costs of registering
securities of the AHA Funds under federal law and qualifying for sale under
state securities laws, shall also be paid by CCMA.
3.2 Charges and Expenses Allocated to the AHA Funds.
(a) The AHA Funds shall be responsible for payment of all expenses it
may incur in its operation and all of its general administrative expenses,
except those expressly assumed by CCMA as described in Section 3.1 above.
These include (by way of description and not of limitation), any share
redemption expenses, expenses of portfolio transactions, shareholder
servicing costs, pricing costs, interest on borrowings by the AHA Funds,
charges of the custodians and transfer agent, if any, cost of auditing
services, non-interested Directors' fees, all taxes and fees, investment
advisory fees (other than subadvisory fees), certain insurance premiums,
cost of maintenance of corporate existence, investor services (including
allocable personnel and telephone expenses), costs of printing and mailing
updated AHA Funds prospectuses to shareholders and contractholders,
preparing, printing and mailing proxy statements and shareholder reports to
shareholders and contractholders, the cost of paying dividends and capital
gains distributions, costs of director and shareholder meetings, dues to
trade organizations, and any extraordinary expenses, including litigation
costs in legal actions involving the AHA Funds, or costs related to
indemnification of Directors, officers and employees of the AHA Funds.
(b) In connection with the services to be provided by CCMA under this
Agreement, CCMA may to the extent that it deems appropriate, make use of
subcontractors selected by CCMA, provided that CCMA shall supervise and
remain fully responsible for the services of all such third parties in
accordance with and to the extent provided by this Agreement. All costs and
expenses associated with services provided by any such third parties shall
be borne by CCMA or such parties.
(c) The AHA Funds shall be free to retain at its expense other persons
to furnish it with any services whatsoever, including, without limitation,
statistical, factual or technical information or advice.
(d) Any expenses borne by the AHA Funds that are attributable solely
to the operation or business of a Fund shall be paid solely out of Fund
assets. Any expense borne by the AHA Funds which is not solely attributable
to a Fund, nor solely to any other series of shares of the AHA Funds, shall
be apportioned in such a manner as CCMA determines is fair and appropriate,
or as otherwise specified by the Directors.
ARTICLE 4
Compensation of CCMA
4.1 (a) For the services to be rendered, the facilities to be furnished and
the payments to be made by CCMA, as provided herein, the AHA Funds shall pay the
compensation as set forth in Appendix B.
4.2 For the quarter and year in which this agreement becomes effective or
terminates there shall be an appropriate proration on the basis of the number of
days that the agreement is in effect during the quarter and year respectively.
4.3 If, pursuant to the AHA Funds's Registration Statement and Articles of
Incorporation, the net asset value is not required to be determined on any
particular business day, then for the purpose of the foregoing computations, the
net asset value of a share as last determined shall be deemed to be the net
asset value of a share as of the close of business on that day.
ARTICLE 5
Limitations of Liability
5.1 Limitation of Liability of CCMA. CCMA shall give the AHA Funds the
benefit of CCMA's reasonable best judgment and efforts in rendering services
under this agreement; provided, that CCMA shall not be liable for any error of
judgment or import of law, or for any loss suffered by the AHA Funds in
connection with the matters to which this agreement relates, except loss
resulting from: (i) willful misfeasance, bad faith or gross negligence on the
part of CCMA in the performance of its obligations and duties under this
agreement; and (ii) its reckless disregard of its obligations and duties under
this agreement.
5.2 Limitation of Liability of AHA Funds. CCMA acknowledges that it has
received notice of and accepts the limitations on the AHA Funds's liability as
set forth in the AHA Funds's Articles of Incorporation, as amended from time to
time. In accordance therewith, CCMA agrees that the AHA Funds's obligations
hereunder shall be limited to the assets of the Funds, and with respect to each
Fund shall be limited to the assets of such Fund, and no party shall seek
satisfaction of any such obligation from any shareholder of the AHA Funds, nor
from any director, officer, employee or agent of the AHA Funds.
ARTICLE 6
Books and Records
6.1 CCMA hereby undertakes and agrees to maintain, in the form and for the
period required, all records relating to the AHA Funds's investments that are
required to be maintained by the AHA Funds pursuant to applicable law.
6.2 CCMA agrees that all books and records which it maintains for the Fund
are the property of the AHA Funds and further agrees to surrender promptly to
the AHA Funds any such books, records or information upon the AHA Funds's
request. All such books and records shall be made available, within five
business days of a written request, to the AHA Funds's accountants or auditors
during regular business hours at CCMA's offices. The AHA Funds or its authorized
representative shall have the right to copy any records in the possession of
CCMA which pertain to the AHA Funds. Such books, records, information or reports
shall be made available to properly authorized government representatives
consistent with state and federal law and/or regulations. In the event of the
termination of this agreement, all such books, records or other information
shall be returned to the AHA Funds free from any claim or assertion of rights by
CCMA.
6.3 CCMA further agrees that it will not disclose or use any records or
information obtained pursuant to this agreement in any manner whatsoever except
as authorized in this agreement and that it will keep confidential any
information obtained pursuant to this agreement and disclose such information
only if the AHA Funds has authorized such disclosure, or if such disclosure is
required by federal or state regulatory authorities.
ARTICLE 7
Duration and Termination of this Agreement
7.1 Effective Date and Term. This agreement shall become effective at the
time at which it is approved by the AHA Funds's Directors. The agreement shall
continue in effect from year to year unless terminated as set forth in Section
7.2.
7.2 Termination.
(a) As to any Fund or the AHA Funds, this agreement may be terminated
at any time, without penalty, by vote of the Directors or by CCMA, on sixty
(60) days' written notice to the other party.
(b) This agreement may be terminated at any time without the payment
of any penalty by vote of the Directors in the event that it shall have
been established by a court of competent jurisdiction that CCMA or any
officer or director of CCMA has taken any action which results in a breach
of the covenants of CCMA set forth herein.
(c) This agreement shall not be assigned without the prior written
consent of the AHA Funds.
ARTICLE 8
Amendments to this Agreement
8.1 This agreement may be amended as to each Fund by the parties only if
such amendment is specifically approved by the Directors.
ARTICLE 9
Notices
9.1 Any notice shall be sufficiently given when sent by registered or
certified mail to the other party at the address of such party set forth below
or at such other address as such party may from time to time specify in writing
to the other party.
If to the AHA Funds:
AHA Investment Funds, Inc.
000 X. XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Xxxxxxx Xxxxxxx
If to CCMA:
CCM Advisors, LLC.
000 X. XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxxx
ARTICLE 10
Miscellaneous Provisions
10.1 Other Relationships. It is understood that the officers, directors,
agents, shareholders and other affiliates of the AHA Funds are or may be
interested in CCMA as officers, directors, agents, shareholders, affiliates or
otherwise, and that the officers, directors, shareholders, agents and other
affiliates of CCMA may be interested in the AHA Funds otherwise than as a
shareholder.
10.2 Definitions of Certain Terms. The terms "assignment", "affiliated
person" and "interested person", when used in this agreement, shall have the
respective meanings specified in the 1940 Act.
10.3 Applicable Law.
(a) This agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of Illinois without
regard to conflicts of law principles or precedents.
(b) This agreement shall be subject to the provisions of the
Securities Act of 1933, Securities Exchange Act of 1934, the 1940 Act, the
Investment Advisers Act of 1940 and the rules and regulations and rulings
thereunder, including such exemptions from those statutes, rules and
regulations as the SEC may grant and the terms hereof shall be interpreted
and construed in accordance therewith.
10.4 Severability. If any provision of this agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this
agreement shall not be affected thereby.
10.5 Captions. The captions in this agreement are included for convenience
of reference only and in no way define or delineate any of the provisions hereof
or otherwise affect their construction or effect.
10.6 Counterparts. This agreement may be executed simultaneously in
multiple counterparts, each of which taken together shall constitute one and the
same instrument.
10.7 Cooperation with Authorities. Each party hereto shall cooperate with
the other party and all appropriate governmental authorities (including without
limitation the SEC) and shall permit such authorities reasonable access to its
books and records in connection with any investigation or inquiry relating to
this agreement or the transactions contemplated hereby.
10.8 Cumulative Rights. The rights, remedies and obligations contained in
this agreement are cumulative and are in addition to any and all rights,
remedies and obligations, at law or in equity, which the parties hereto are
entitled to under state and federal laws.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
executed in their names and on their behalf by their duly authorized officers
all on the day and year first above written.
CCM ADVISORS, LLC
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------
Title: Managing Director
--------------------------
AHA INVESTMENT FUNDS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------
Title: President
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APPENDIX A
AHA Limited Maturity Fixed Income Fund
AHA Full Maturity Fixed Income Fund
AHA Balanced Fund
AHA Diversified Equity Fund
AHA U.S. Growth Equity Fund
AHA International Core Equity Fund
U.S. Government Money Market Fund
APPENDIX B
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Portfolio Fee rate
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AHA Full Maturity Fixed Income Fund $20,000 per Fund
AHA Limited Maturity Fixed Income Fund
AHA Balanced Fund
AHA Diversified Equity Fund
AHA U.S. Growth Equity Fund
AHA International Core Equity Fund
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U.S. Government Money Market Fund 0.05% on the first $200 million
0.03% on the next $500 million
0.02% on the balance
Minimum annual fee: $25,000 yr. 1, $32,500 yr. 2
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Plus out of pocket expenses.
