EXHIBIT (h)(1)
TRANSFER AGENT AGREEMENT
THIS AGREEMENT is made and entered into on this 1st day of April, 1994,
by and 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 (hereinafter referred to
as the "Funds") and Firstar Trust Company, a corporation organized under the
laws of the State of Wisconsin (hereinafter referred to as the "Agent").
W I T N E S S E T H:
WHEREAS, the AHA Investment Funds, Inc. is an open-ended management
investment company which is registered under the Investment Company Act of
1940; and
WHEREAS, the Agent is a trust company and, among other things, is in the
business of administering transfer and dividend disbursing agent functions
for the benefit of its customers;
NOW, THEREFORE, the Funds and the Agent do mutually promise and agree as
follows:
1. TERMS OF APPOINTMENT; DUTIES OF THE AGENT
Subject to the terms and conditions set forth in this Agreement, the
Funds hereby employ and appoint the Agent to act as transfer agent and
dividend disbursing agent.
The Agent 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 the following and as more fully detailed on the attached Exhibit 3
which is incorporated herein by reference:
A. Receive orders for the purchase of shares, with prompt delivery,
where appropriate, of payment and supporting documentation to the
Fund's custodian;
B. Process purchase orders and issue the appropriate number of
certificated or uncertificated shares with such uncertificated shares
being held in the appropriate shareholder account;
C. Process redemption requests received in good order and, where
relevant, deliver appropriate documentation to the Fund's custodian;
D. Pay monies (upon receipt from the Fund's custodian, where relevant)
in accordance with the instructions of redeeming shareholders;
E. Process transfers of shares in accordance with the shareowner's
instructions;
F. Process exchanges between funds within the same family of funds;
G. Issue and/or cancel certificates as instructed; replace lost, stolen
or destroyed certificates upon receipt of satisfactory indemnification
or surety bond;
H. Prepare and transmit payments for dividends and distributions
declared by the Funds;
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 Funds and maintain, pursuant to
Section Rule 17ad-10(e), a record of the total number of shares of
the Funds 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 Funds; and
O. Provide a Blue Sky System which will enable the Funds to monitor the
total number of shares sold in each state. In addition, the Funds
shall identify to the Agent in writing those transactions and assets
to be treated as exempt from the Blue Sky reporting to the Funds for
each state. The responsibility of the Agent for the Fund's Blue Sky
state registration status is solely limited to the initial
compliance by the Funds and the reporting of such transactions to the
Funds.
2. COMPENSATION
The Funds agree to pay the Agent for performance of the duties listed in
this Agreement; the fees set forth on Exhibit A attached hereto and made a
part hereof and out-of-pocket expenses include, but are not limited to the
following: printing, postage, forms, stationery, record retention, mailing,
insertion, programming, 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 Funds and the Agent.
The Funds agree/s to pay all fees and reimbursable expenses within thirty
(30) business days following the mailing of the billing notice.
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3. REPRESENTATIONS OF AGENT
The Agent represents and warrants to the Funds that:
A. It is a trust company duly organized, existing and in good standing
under the laws of Wisconsin;
B. It is duly qualified to carry on its business in the state of
Wisconsin;
C. It is empowered under applicable laws and by its charter and bylaws
to enter into and perform this Agreement;
D. All requisite corporate proceedings have been taken to authorize it
to enter and perform this Agreement; and
E. It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under
this Agreement.
4. REPRESENTATIONS OF THE FUNDS
The Funds represent and warrant to the Agent that:
A. The Funds is an open-ended diversified investment company under the
Investment Company Act of 1940;
B. The Funds is a corporation or business trusts organized, existing,
and in good standing under the laws of Maryland;
C. The Funds is empowered under applicable laws and by its Corporate
Charter and bylaws to enter into and perform this Agreement;
D. All necessary proceedings required by the Corporate Charter have
been taken to authorize it to enter into and perform this Agreement;
E. The Funds will comply with all applicable requirements of the
Securities and Exchange Acts of 1933 and 1934, as amended, the
Investment Company Act of 1940, as amended, and any laws, rules and
regulations of governmental authorities having jurisdiction; and
F. A registration statement under the Securities Act of 1933 is
currently effective and will remain effective. Appropriate state
securities law filings have been made and will continue to be made,
with respect to all shares of the Funds being offered for sale.
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5. COVENANTS OF FUNDS AND AGENT
The Funds shall furnish the Agent a certified copy of the resolution of the
Board of Directors of the Funds authorizing the appointment of the Agent and
the execution of this Agreement. The Funds shall provide to the Agent a copy of
the Corporate Charter, bylaws of the Corporation, and all amendments.
The Agent 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 Agent agrees that all such records prepared or
maintained by the Agent relating to the services to be performed by the Agent
hereunder are the property of the Funds and will be preserved, maintained and
made available in accordance with such section and rules and will be surrendered
to the Funds on and in accordance with their request.
6. INDEMNIFICATION; REMEDIES UPON BREACH
The Agent agrees to use reasonable care and act in good faith in performing
its duties hereunder.
Notwithstanding the foregoing, the Agent shall not be liable or responsible
for delays or errors occurring by reason of circumstances beyond its control,
including acts of civil or military authority, national or state emergencies,
fire, mechanical or equipment failure, flood or catastrophe, acts of God,
insurrection or war. In the event of a mechanical breakdown beyond its control,
the Agent shall take all reasonable steps to minimize service interruptions for
any period that such interruption continues beyond the Agent's control. The
Agent will make every reasonable effort to restore any lost or damaged data,
and the correcting of any errors resulting from such a breakdown will be at the
Agent's expense. The Agent 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 AHA Investment Funds, Inc. shall be
entitled to inspect the Agent's premises and operating capabilities at any time
during regular business hours of the Agent, upon reasonable notice to the
Agent.
The Funds will indemnify and hold the Agent harmless against any and all
losses, claims, damages, liabilities or expenses (including reasonable counsel
fees and expenses) resulting from any claim, demand, action or suit not
resulting from the Agent's bad faith or negligence, and arising out of or in
connection with the Agent's duties on behalf of the Funds hereunder.
Further, the Funds will indemnify and hold the Agent harmless against any
and all losses, claims, damages, liabilities or expenses (including reasonable
counsel fees and expenses) resulting from any claim, demand, action or suit as
a result of the negligence of the Funds or the principal underwriter (unless
contributed to by the Agent's own negligence or bad faith); or as a result of
the Agent acting upon telephone instructions relating to the exchange or
redemption of shares received by the Agent and reasonably believed by the Agent
to have originated from the record owner of the subject shares; or as a result
of the Agent acting upon any instructions executed or orally communicated by a
duly authorized officer or employee of the Funds, according to such lists of
authorized officers and employees
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furnished to the Agent and as amended from time to time in writing by a
resolution of the Board of Directors of the Funds; or as a result of acting in
reliance upon any genuine instrument or stock certificate signed, countersigned
or executed by any person or persons authorized to sign, countersign or execute
the same.
In order for this section to apply, it is understood that if in any case
the Funds may be asked to indemnify or hold harmless the Agent, the Funds shall
be advised of all pertinent facts concerning the situation in question, and it
is further understood that the Agent will use reasonable care to notify the
Funds promptly concerning any situation which presents or appears likely to
present a claim for indemnification against the Funds. The Funds shall have the
option to defend the Agent against any claim which may be the subject of this
indemnification and, in the event that the Funds so elect, the Agent will so
notify the Funds, and thereupon the Funds shall take over complete defense of
the claim and the Agent shall sustain no further legal or other expenses in
such situation for which the Agent shall seek indemnification under this
section. The Agent will in no case confess any claim or make any compromise in
any case in which the Funds will be asked to indemnify the Agent, except with
the Fund's prior written consent.
7. CONFIDENTIALITY
The Agent agrees on behalf of itself and its employees to treat
confidentially all records and other information relative to the Funds and
their shareholders and shall not be disclosed to any other party, except after
prior notification to and approval in writing by the Funds, which approval
shall not be unreasonably withheld and may not be withheld where the Agent may
be exposed to civil or criminal contempt proceedings for failure to comply
after being requested to divulge such information by duly constituted
authorities.
8. WISCONSIN LAW TO APPLY
This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with the laws of the state of Wisconsin.
9. AMENDMENT, ASSIGNMENT, TERMINATION AND NOTICE
A. This Agreement may be amended by the mutual written consent of the
parties.
B. After the first full year, this Agreement may be terminated upon ninety
(90) day's written notice given by one party to the other.
C. This Agreement and any right or obligation hereunder may not be
assigned by either party without the signed, written consent of the
other party.
D. Any notice required to be given by the parties to each other under the
terms of this Agreement shall be in writing, addressed and delivered,
or mailed to the principal place of business of the other party.
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E. In the event that the Funds give to the Agent their written intention
to terminate and appoint a successor transfer agent, the Agent agrees
to cooperate in the transfer of its duties and responsibilities to the
successor, including any and all relevant books, records and other data
established or maintained by the Agent under this Agreement.
F. Should the Funds exercise their right to terminate, all out-of-pocket
expenses associated with the movement of records and material will be
paid by the Funds.
AHA Investment Funds, Inc. Firstar Trust Company
By: /s/ Xxxxxx Xxxxx By: /s/ Xxxxx X. Xxxxx
------------------------- -----------------------------
Attest: /s/ Xxxx X. Xxxxxxx Attest: /s/ Xxxxxx Xxxxxxx
--------------------- ----------------------
Assistant Secretary
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EXHIBIT A
FIRSTAR TRUST COMPANY
MUTUAL FUND SERVICES
Shareholder Accounting Services
No-Load Funds
Annual Fee Schedule
Annual Fee Schedule
- Minimum annual fees of $10,000 per fund, per year
-- $7.50 per Fed wire transfer (billed to investor)
-- $5.00 per telephone exchange (billed to investor)
-- $2.00 per shareholder account for daily accrual and/or monthly dividends
- Plus out-of-pocket expenses, including but not limited to:
-- Telephone--toll-free lines
-- Postage
-- Programming
-- Stationary/envelopes
-- Mailing
-- Insurance
-- Proxies
-- Retention of records
-- Microfilm/fiche of records
-- Special reports
-- All other out-of-pocket expenses
- Fees are billed monthly
EXHIBIT B
DUTIES OF THE TRANSFER AGENT
1. SHAREHOLDER INFORMATION
The Transfer Agent shall maintain a record of the number of shares held by
each holder of record which shall include their addresses and taxpayer
identification numbers, and which shall indicate whether such shares are
held in certificated or uncertificated form.
2. SHAREHOLDER SERVICES
The Transfer Agent will investigate all Shareholder inquiries relating
to Shareholder accounts, and will answer all correspondence from
Shareholders and others relating to its duties hereunder and such other
correspondence as may from time to time be mutually agreed upon between the
Transfer Agent and the Fund. The Transfer Agent shall keep records of
shareholder correspondence and replies thereto, and of the lapse of time
between the receipt of such correspondence and the mailing of such replies.
3. STATE REGISTRATION REPORTS
The Transfer Agent shall furnish the Fund on a state-by-state basis,
sales reports, such periodic and special reports as the Fund may
reasonably request, and such other information, including Shareholder
lists and statistical information concerning accounts, as may be agreed
upon from time to time between the Fund and the Transfer Agent.
4. SHARE CERTIFICATES
(a) At the expense of the Fund, the Transfer Agent shall maintain an
adequate supply of blank share certificates for each Portfolio to
meet the Transfer Agent's requirements therefor. Such share
certificates shall be properly signed by facsimile. The Fund agrees
that, notwithstanding the death, resignation, or removal of any
officer of the Fund whose signature appears on such certificates,
the Transfer Agent may continue to countersign certificates which
bear such signatures until otherwise directed by the Fund.
(b) The Transfer Agent shall issue replacement share certificates in
lieu of certificates which have been lost, stolen, or destroyed,
without any further action by the Board of Directors or any officer
of the Fund, upon receipt by the Transfer Agent of properly executed
affidavits and lost certificate bonds, in form satisfactory to the
Transfer Agent, with the Fund and the Transfer Agent as obligees
under the bond.
(c) The Transfer Agent shall also maintain a record of each certificate
issued, the number of Shares represented thereby, and the holder
of record. With respect to shares held in open accounts or
uncertificated form (i.e., no certificate being issued with respect
thereto), the transfer Agent shall maintain comparable records of the
recordholders thereof, including their names, addresses, and taxpayer
identification numbers. The Transfer Agent shall further maintain a
stop transfer record on lost and/or replaced certificates.
5. MAILING COMMUNICATIONS TO SHAREHOLDERS: PROXY MATERIALS
At the expense of the Fund, the Transfer Agent will address and mail to
Shareholders of the Fund, all reports to Shareholders, dividend and
distribution notices, and proxy material for the Fund's meetings of
Shareholders. In connection with meetings of Shareholders, the Transfer
Agent will prepare Shareholder lists, mail, and certify as to the mailing
of proxy materials, process and tabulate returned proxy cards, report on
proxies voted prior to meetings (act as inspector of election at meetings
and certify Shares voted at meetings).
6. SALES OF SHARES
(a) PROCESSING OF INVESTMENT CHECKS OR OTHER INVESTMENTS
Upon receipt of any check or other instrument drawn or endorsed to it
as agent for, or identified as being for the account of the Fund, or
drawn or endorsed to the Distributor of the Fund's Shares for the
purchase of Shares, the Transfer Agent shall stamp the check with the
date of receipt, shall forthwith process the same for collection
and, shall record the number of Shares sold, the trade date and
price per Share, and the amount of money to be delivered to the
Custodian of the Fund for the sale of such Shares.
(b) ISSUANCE OF SHARES
Upon receipt of notification that the Custodian has received the
amount of money specified in the immediately preceding paragraph, the
Transfer Agent shall issue to and hold in the account of the
purchaser/shareholder, or if no account is specified therein, in a
new account established in the name of the purchaser, the number of
Shares such purchaser is entitled to receive, as determined in
accordance with applicable Federal law or regulation.
(c) CONFIRMATION
The Transfer Agent shall send to the purchaser/shareholder a
confirmation of each purchase which will show the new share balance,
the Shares held under a particular plan, if any, for withdrawing
investments, the amount invested, and the price paid for the newly
purchased Shares, or will be in such other form as the Fund and the
Transfer Agent may agree from time to time.
(d) SUSPENSION OF SALE OF SHARES
The Transfer Agent shall not be required to issue any Shares of Fund
where it has received a Written Instruction from the Fund or written
notice from any appropriate Federal or state authority that the sale
of the Shares of the Fund has been suspended or discontinued, and the
Transfer Agent shall be entitled to rely upon such Written
Instructions or written notification.
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(e) TAXES IN CONNECTION WITH ISSUANCE OF SHARES
Upon the issuance of any Shares in accordance with the foregoing
provisions of this Section, the Transfer Agent shall not be
responsible for the payment of any original issue or other taxes
required to be paid in connection with such issuance.
(f) RETURNED CHECKS
In the event that any check or other order for the payment of money
is returned unpaid for any reason, the Transfer Agent will:
(i) give prompt notice of such return to the Fund or its designee;
(ii) place a stop transfer order against all Shares issued as a
result of such check or order; and (iii) take such actions as the
Transfer Agent may from time to time deem appropriate.
7. REDEMPTIONS
(a) REQUIREMENTS FOR TRANSFER OR REDEMPTION OF SHARES
The Transfer Agent shall process all requests from shareholders to
transfer or redeem Shares in accordance with the procedures set
forth in the Fund's Prospectus, including, but not limited to, all
requests from shareholders to redeem Shares of each Portfolio, and
all determinations of the number of Shares required to be redeemed
to fund-designated monthly payments, automatic payments, or any
other such distribution or withdrawal plan.
The Transfer Agent will transfer or redeem Shares upon receipt of
Written Instructions and Share certificates, if any, properly
endorsed for transfer or redemption, accompanied by such documents
as the Transfer Agent reasonably may deem necessary to evidence the
authority of the person making such transfer or redemption, and
bearing satisfactory evidence of the payment of stock transfer
taxes, if any.
The Transfer Agent reserves the right to refuse to transfer or
redeem Shares until it is satisfied that the endorsement on the
instrutions is valid and genuine, and for that purpose it will
require a guarantee of signature by a member firm of a national
securities exchange, by any national bank or trust company or by
any member bank of the Federal Reserve system. The Transfer Agent
also reserves the right to refuse to transfer or redeem Shares
until it is satisfied that the requested transfer or redemption is
legally authorized, and it shall incur no liability for the
refusal, in good faith, to make transfers or redemptions which the
Transfer Agent, in its good judgement, deems improper or
unauthorized, or until it is reasonably satisfied that there is no
basis to any claims adverse to such transfer or redemption.
The Transfer Agent may, in effecting transactions, rely upon the
provisions of the Uniform Act for the Simplification of Fiduciary
Security Transfers or the provisions of Article 8 of the Uniform
Commercial Code, as the same may be amended from time to time in
the Commonwealth of Massachusetts, which, in
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the opinion of legal counsel, for the Fund or of its own legal
counsel protect it in not requiring certain documents in connection
with the transfer or redemption of Shares. The Fund may authorize
the Transfer Agent to waive the signature guarantee in certain
cases by Written Instructions.
For the purposes of the redemption of Shares of each Portfolio
which have been purchased within 15 days of a redemption request,
the Fund shall provide the Transfer Agent with Written Instructions
(see Exhibit 2 hereto) concerning the time within which such
requests may be honored.
(b) NOTICE TO CUSTODIAN AND FUND
When Shares are redeemed, the Transfer Agent shall, upon receipt of
the instructions and documents in proper form, deliver to the
Custodian and the Fund a notification setting forth the applicable
Portfolio and the number of Shares to be redeemed. Such redemptions
shall be reflected on appropriate accounts maintained by the
Transfer Agent reflecting outstanding Shares of the Fund and Shares
attributed to individual accounts and, if applicable, any
individual withdrawal or distribution plan.
(c) PAYMENT OF REDEMPTION PROCEEDS
The Transfer Agent shall, upon receipt of the moneys paid to it by
the Custodian for the redemption of Shares, pay to the shareholder,
or his authorized agent or legal representative, such monies as are
received from the Custodian, all in accordance with the redemption
procedures described in the Fund's Prospectus; provided, however,
that the Transfer Agent shall pay the proceeds of any redemption of
Shares purchased within a period of time agreed upon in writing by
the Transfer Agent and the Fund, only in accordance with procedures
agreed to in writing by the Transfer Agent and the Fund, for
determining that good funds have been collected for the purchase of
such Shares, such written procedures attached to this Schedule as
Exhibit 2. The Fund shall indemnify the Transfer Agent for any
payment of redemption proceeds or refusal to make such payment, if
the payment or refusal to pay is in accordance with said written
procedures.
The Transfer Agent shall not process or effect any redemptions
pursuant to a plan of distribution or redemption, or in accordance
with any other shareholder request upon the receipt by the Transfer
Agent of notification of the suspension of the determination of the
Fund's net asset value.
8. DIVIDENDS
(a) NOTICE TO TRANSFER AGENT AND CUSTODIAN
Upon the declaration of each dividend and each capital gains
distribution by the Board of Directors of the Fund, with respect to
Shares of a Portfolio, the Fund shall furnish to the Transfer Agent
a copy of a resolution of its Board of Directors, certified by the
Secretary, setting forth with respect to Shares of
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such Portfolio, the date of the declaration of such dividend or
distribution, the ex-dividend date, the date of payment thereof,
the record date as of which shareholders entitled to payment shall
be determined, the amount payable per Share to the shareholders of
record as of that date, the total amount payable to the Transfer
Agent on the payment date, and whether such dividend or
distribution is to be paid in Shares of such class at net asset
value.
On or before the payment date specified in such resolution of the
Board of Directors, the Fund will cause the Custodian of the Fund
to pay to the Transfer Agent sufficient cash to make payment to the
shareholders of record as of such payment date.
(b) PAYMENT OF DIVIDENDS BY THE TRANSFER AGENT
The Transfer Agent will, on the designated payment date,
automatically reinvest all dividends in additional Shares at net
asset value (determined on such date), and mail to each shareholder
on a monthly basis at his address of record, or such other address
as the shareholder may have designated, a statement showing the
number of full and fractional Shares (rounded to three decimal
places) then currently owned by the shareholder and the net asset
value of the Shares so credited to the shareholder's account.
(c) INSUFFICIENT FUNDS FOR PAYMENTS
If the Transfer Agent does not receive sufficient cash from the
Custodian to make total dividend and/or distribution payments to
all shareholders of a Portfolio of the Fund as of the record date,
the Transfer Agent will, upon notifying the Fund, withhold payment
to all shareholders of record as of the record date, until such
sufficient cash is provided to the Transfer Agent.
(d) INFORMATION RETURNS
It is understood that the Transfer Agent shall file such
appropriate information returns concerning the payment of
dividends, return of capital, and capital gain distributions with
the proper Federal, state, and local authorities as are required by
law to be filed and shall be responsible for the withholding of
taxes, if any, due on such dividends or distributions to
shareholders when required to withhold taxes under applicable law.
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