EXHIBIT (h)(1)
TRANSFER AGENT SERVICING AGREEMENT
THIS AGREEMENT is made and entered into as of this 2nd day of July,
2001, by and between AHA Investment Funds, Inc., a corporation organized under
the laws of the State of Maryland (the "Corporation") and Firstar Mutual Fund
Services, LLC, a limited liability company organized under the laws of the State
of Wisconsin (the "FMFS").
WHEREAS, the Corporation is an open-end management investment company
which is registered under the Investment Company Act of 1940, as amended (the
"1940 Act");
WHEREAS, the Corporation is authorized to create separate series, each
with its own separate investment portfolio;
WHEREAS, FMFS is a limited liability company and, among other things,
is in the business of administering transfer and dividend disbursing agent
functions for the benefit of its customers; and
WHEREAS, the Corporation desires to retain FMFS to provide transfer and
dividend disbursing agent services to each series of the Corporation listed on
Exhibit A attached hereto, (each hereinafter referred to as a "Fund") as may be
amended from time to time.
NOW, THEREFORE, in consideration of the mutual agreements herein made,
the Corporation and FMFS agree as follows:
1. APPOINTMENT OF TRANSFER AGENT
The Corporation hereby appoints FMFS as Transfer Agent of the
Corporation on the terms and conditions set forth in this Agreement,
and FMFS hereby accepts such appointment and agrees to perform the
services and duties set forth in this Agreement in consideration of the
compensation provided for herein
2. DUTIES AND RESPONSIBILITIES OF FMFS
FMFS shall perform all of the customary services of a transfer agent
and dividend disbursing agent, and as relevant, agent in
connection with accumulation, open account or similar plans (including
without limitation any periodic investment plan or periodic withdrawal
program), including but not limited to:
A. Receive orders for the purchase of shares;
B. Process purchase orders with prompt delivery, where
appropriate, of payment and supporting documentation to the
Corporation's custodian, and issue the appropriate number of
uncertificated shares with such uncertificated shares being
held in the appropriate shareholder account;
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C. Arrange for issuance of shares obtained through transfers of
funds from shareholders' accounts at financial institutions
and arrange for the exchange of shares for shares of other
eligible investment companies, when permitted by Prospectus.
D. Process redemption requests received in good order and, where
relevant, deliver appropriate documentation to the
Corporation's custodian;
E. Pay monies upon receipt from the Corporation's custodian,
where relevant, in accordance with the instructions of
redeeming shareholders;
F. Process transfers of shares in accordance with the
shareholder's instructions;
G. Process exchanges between funds and/or classes of shares of
funds both within the same family of funds and with a Firstar
Money Market Fund, if applicable;
H. Prepare and transmit payments for dividends and distributions
declared by the Corporation with respect to the Fund, after
deducting any amount required to be withheld by any applicable
laws, rules and regulations and in accordance with shareholder
instructions;
I. Make changes to shareholder records, including, but not
limited to, address changes in plans (i.e., systematic
withdrawal, automatic investment, dividend reinvestment,
etc.);
J. Record the issuance of shares of the Fund and maintain,
pursuant to Rule 17ad-10(e) promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), a
record of the total number of shares of the Fund which are
authorized, issued and outstanding;
K. Prepare shareholder meeting lists and, if applicable, mail,
receive and tabulate proxies;
L. Mail shareholder reports and prospectuses to current
shareholders;
M. Prepare and file U.S. Treasury Department Forms 1099 and other
appropriate information returns required with respect to
dividends and distributions for all shareholders;
N. Provide shareholder account information upon request and
prepare and mail confirmations and statements of account to
shareholders for all purchases, redemptions and other
confirmable transactions as agreed upon with the Corporation;
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O. Mail requests for shareholders' certifications under penalties
of perjury and pay on a timely basis to the appropriate
Federal authorities any taxes to be withheld on dividends and
distributions paid by the Corporation, all as required by
applicable Federal tax laws and regulations;
P. Provide a Blue Sky System that will enable the Corporation to
monitor the total number of shares of the Fund sold in each
state. In addition, the Corporation or its agent, including
FMFS, shall identify to FMFS in writing those transactions and
assets to be treated as exempt from the Blue Sky reporting for
each state. The responsibility of FMFS for the Corporation's
Blue Sky state registration status is solely limited to the
initial compliance by the Corporation and the reporting of
such transactions to the Corporation or its agent;
Q. Answer correspondence from shareholders, securities brokers
and others relating to FMFS's duties hereunder and such other
correspondence as may from time to time be mutually agreed
upon between FMFS and the Corporation.
R. Reimburse the Fund each month for all material losses
resulting from "as of" processing errors for which FMFS is
responsible in accordance with the "as of" processing
guidelines set forth in the attached Exhibit B.
3. COMPENSATION
The Corporation agrees to pay FMFS for the performance of the duties
listed in this agreement as set forth on Exhibit A attached hereto;
the fees and out-of-pocket expenses include, but are not limited to
the following: printing, postage, forms, stationery, record retention
(if requested by the Corporation), mailing, insertion, programming
(if requested by the Corporation), labels, shareholder lists and
proxy expenses.
These fees and reimbursable expenses may be changed from time to time
subject to mutual written agreement between the Corporation and FMFS.
The Corporation agrees to pay all fees and reimbursable expenses
within ten (10) business days following the receipt of the billing
notice.
Notwithstanding anything to the contrary, amounts owed by the
Corporation to FMFS shall only be paid out of assets and property of
the particular Fund involved.
4. REPRESENTATIONS OF FMFS
FMFS represents and warrants to the Corporation that:
A. It is a limited liability corporation duly organized, existing
and in good standing under the laws of Wisconsin;
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B. It is a registered transfer agent under the Exchange Act.
C. It is duly qualified to carry on its business in the State of
Wisconsin;
D. It is empowered under applicable laws and by its charter and
bylaws to enter into and perform this Agreement;
E. All requisite corporate proceedings have been taken to
authorize it to enter and perform this Agreement;
F. It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and
obligations under this Agreement; and
G. It will comply with all applicable requirements of the
Securities Act of 1933, as amended, the Exchange Act, the 1940
Act, and any laws, rules, and regulations of governmental
authorities having jurisdiction.
5. REPRESENTATIONS OF THE CORPORATION
The Corporation represents and warrants to FMFS that:
A. The Corporation is an open-ended diversified investment
company under the 1940 Act;
B. The Corporation is a corporation organized, existing, and in
good standing under the laws of __________________________ ;
C. The Corporation is empowered under applicable laws and by its
Articles of Incorporation and Bylaws to enter into and perform
this Agreement;
D. All necessary proceedings required by the Articles of
Incorporation have been taken to authorize it to enter into
and perform this Agreement;
E. The Corporation will comply with all applicable requirements
of the Securities Act, the Exchange Act, the 1940 Act, and any
laws, rules and regulations of governmental authorities having
jurisdiction; and
F. A registration statement under the Securities Act will be made
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 Corporation being
offered for sale.
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6. PERFORMANCE OF SERVICE; LIMITATION OF LIABILITY
A. FMFS shall exercise reasonable care in the performance of its
duties under this Agreement. FMFS shall not be liable for any
error of judgment or mistake of law or for any loss suffered
by the Corporation in connection with matters to which this
Agreement relates, including losses resulting from mechanical
breakdowns or the failure of communication or power supplies
beyond FMFS's control, except a loss arising out of or
relating to the FMFS' refusal or failure to comply with the
terms of this Agreement or from bad faith, negligence, or
willful misconduct on its part in the performance of its
duties under this Agreement. Notwithstanding any other
provision of this Agreement, if FMFS has exercised reasonable
care in the performance of its duties under this Agreement,
the Corporation shall indemnify and hold harmless FMFS from
and against any and all claims, demands, losses, expenses, and
liabilities (whether with or without basis in fact or law) of
any and every nature (including reasonable attorneys' fees)
which FMFS may sustain or incur or which may be asserted
against FMFS by any person arising out of any action taken or
omitted to be taken by it in performing the services
hereunder, except for any and all claims, demands, losses
expenses, and liabilities arising out of or relating to FMFS's
refusal or failure to comply with the terms of this Agreement
or from bad faith, negligence or from willful misconduct on
its part in performance of its duties under this Agreement,
(i) in accordance with the foregoing standards, or (ii) in
reliance upon any written or oral instruction provided to FMFS
by any duly authorized officer of the Corporation, such duly
authorized officer to be included in a list of authorized
officers furnished to FMFS and as amended from time to time in
writing by resolution of the Board of Directors of the
Corporation.
FMFS shall indemnify and hold the Corporation harmless from
and against any and all claims, demands, losses, expenses, and
liabilities (whether with or without basis in fact or law) of
any and every nature (including reasonable attorneys' fees)
which the Corporation may sustain or incur or which may be
asserted against the Corporation by any person arising out of
any action taken or omitted to be taken by FMFS as a result of
FMFS's refusal or failure to comply with the terms of this
Agreement, its bad faith, negligence, or willful misconduct.
In the event of a mechanical breakdown or failure of
communication or power supplies beyond its control, FMFS shall
take all reasonable steps to minimize service interruptions
for any period that such interruption continues beyond FMFS's
control. FMFS will make every reasonable effort to restore any
lost or damaged data and correct any errors resulting from
such a breakdown at the expense of FMFS. FMFS agrees that it
shall, at all times, have reasonable contingency plans with
appropriate parties, making reasonable provision for emergency
use of electrical data processing equipment to the extent
appropriate equipment is available. Representatives of the
Corporation shall be entitled to
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inspect FMFS's premises and operating capabilities at any
time during regular business hours of FMFS, upon reasonable
notice to FMFS.
Regardless of the above, FMFS reserves the right to reprocess
and correct administrative errors at its own expense.
B. In order that the indemnification provisions contained in this
section shall apply, it is understood that if in any case the
indemnitor may be asked to indemnify or hold the indemnitee
harmless, the indemnitor shall be fully and promptly advised
of all pertinent facts concerning the situation in question,
and it is further understood that the indemnitee will use all
reasonable care to notify the indemnitor promptly concerning
any situation which presents or appears likely to present the
probability of a claim for indemnification. The indemnitor
shall have the option to defend the indemnitee against any
claim which may be the subject of this indemnification. In the
event that the indemnitor so elects, it will so notify the
indemnitee and thereupon the indemnitor shall take over
complete defense of the claim, and the indemnitee shall in
such situation initiate no further legal or other expenses for
which it shall seek indemnification under this section. The
indemnitee shall in no case confess any claim or make any
compromise in any case in which the indemnitor will be asked
to indemnify the indemnitee except with the indemnitor's prior
written consent.
C. FMFS is hereby expressly put on notice of the limitation of
shareholder liability as set forth in the Corporation's
Articles of Incorporation and agrees that obligations assumed
by the Corporation pursuant to this Agreement shall be limited
in all cases to the Corporation and its assets, and if the
liability relates to one or more series, the obligations
hereunder shall be limited to the respective assets of such
series. FMFS further agrees that it shall not seek
satisfaction of any such obligation from the shareholder or
any individual shareholder of a series of the Corporation, nor
from the Directors or any individual Director of the
Corporation.
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7. PROPRIETARY AND CONFIDENTIAL INFORMATION
FMFS agrees on behalf of itself and its directors, officers, and
employees to treat confidentially and as proprietary information of
the Corporation all records and other information relative to the
Corporation and prior, present, or potential shareholders (and clients
of said shareholders) and not to use such records and information for
any purpose other than the performance of its responsibilities and
duties hereunder, except after prior notification to and approval in
writing by the Corporation, which approval shall not be unreasonably
withheld and may not be withheld where FMFS may be exposed to civil or
criminal contempt proceedings for failure to comply after being
requested to divulge such information by duly constituted authorities,
or when so requested by the Corporation.
Further, FMFS will adhere to the privacy policies adopted by the
Corporation pursuant to Title V of the Xxxxxx-Xxxxx-Xxxxxx Act (the
"Act") as may be modified from time to time. Notwithstanding the
foregoing, FMFS will not share any nonpublic personal information
concerning any of the Corporation's shareholders to any third party
unless specifically directed by the Corporation or allowed under one of
the exceptions noted under the Act.
8. TERM OF AGREEMENT
This Agreement shall become effective as of the date hereof and will
continue in effect for a period of three years. Subsequent to the
initial three-year term, this Agreement may be terminated by either
party upon giving ninety (90) days prior written notice to the other
party or such shorter period as is mutually agreed upon by the parties.
However, this Agreement may be amended by mutual written consent of the
parties.
9. RECORDS
FMFS shall keep records relating to the services to be performed
hereunder, in the form and manner, and for such period as it may
deem advisable and is agreeable to the Corporation but not
inconsistent with the rules and regulations of appropriate government
authorities, in particular, Section 31 of the 1940 Act, and the rules
thereunder. FMFS agrees that all such records prepared or maintained by
FMFS relating to the services to be performed by FMFS hereunder are the
property of the Corporation and will be preserved, maintained, and made
available with such section and rules of the Investment Company Act and
will be promptly surrendered to the Corporation on and in accordance
with its request.
10. GOVERNING LAW
This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the State of
Wisconsin. However, nothing herein shall be construed in a manner
inconsistent with the 1940 Act or any rule or regulation promulgated by
the Securities and Exchange Commission thereunder.
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11. DUTIES IN THE EVENT OF TERMINATION
In the event that, in connection with termination, a successor to any
of FMFS's duties or responsibilities hereunder is designated by the
Corporation by written notice to FMFS, FMFS will promptly, upon such
termination and at the expense of the Corporation, transfer to such
successor all relevant books, records, correspondence, and other data
established or maintained by FMFS under this Agreement in a form
reasonably acceptable to the Corporation (if such form differs from the
form in which FMFS has maintained, the Corporation shall pay any
expenses associated with transferring the data to such form), and will
cooperate in the transfer of such duties and responsibilities,
including provision for assistance from FMFS's personnel in the
establishment of books, records, and other data by such successor.
12. NOTICES
Notices of any kind to be given by either party to the other party
shall be in writing and shall be duly given if mailed or delivered as
follows: Notice to FMFS shall be sent to:
Firstar Mutual Fund Services, LLC
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
and notice to the Corporation shall be sent to:
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by a duly authorized officer or one or more counterparts as of
the day and year first written above.
---------------------- FIRSTAR MUTUAL FUND SERVICES, LLC
By: By:
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Title: Title:
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EXHIBIT A
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EXHIBIT B
FIRSTAR MUTUAL FUND SERVICES, LLC AS OF PROCESSING POLICY
Firstar Mutual Fund Services, LLC (FMFS) will reimburse the Fund(s) for
any net material loss that may exist on the Fund(s) books and for which FMFS is
responsible, at the end of each calendar month. "Net Material Loss" shall be
defined as any remaining loss, after netting losses against any gains, which
impacts a Fund's net asset value per share by more than 1/2 cent. Gains and
losses will be reflected on the Fund's daily share sheet, and the Fund will be
reimbursed for any net material loss on a monthly basis. FMFS will reset the as
of ledger each calendar month so that any losses which do not exceed the
materiality threshold of 1/2 cent will not be carried forward to the next
succeeding month. FMFS will notify the advisor to the Fund(s) on the daily share
sheet of any losses for which the advisor may be held accountable.
