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Exhibit 99.b.9
TRANSFER AGENCY AND REGISTRAR AGREEMENT
AGREEMENT, dated as of November 1, 1995, among American AAdvantage
Mileage Funds, (the "Trust"), a Massachusetts business trust having its
principal place of business at 0000 Xxxx Xxxxxx Xxxxxxxxx, Xxxx Xxxxx, Xxxxx
00000, AMR Investment Services, Inc. ("AMR Investments"), the Manager of the
Trust, a Delaware corporation having its principal place of business at 0000
Xxxx Xxxxxx Xxxxxxxxx, Xxxx Xxxxx, Xxxxx 00000 and Xxxxxxx, Xxxxx & Co., a New
York limited partnership (the "Transfer Agent"), with offices at 0000 Xxxxx
Xxxxx, Xxxxxxx, Xxxxxxxx 00000,
WITNESSETH
That for and in consideration of the mutual covenants and promises
hereinafter set forth, the Trust, AMR Investments and the Transfer Agent agree
as follows:
1. Definitions. Whenever used in this Agreement or the Schedules
hereto, the following words and phrases, unless the context otherwise requires,
shall have the following meanings:
(a) "Authorized Person" includes any person, whether or not
such person is an officer or employee of the Trust or AMR Investments, duly
authorized to give Oral Instructions or Written Instructions on behalf of the
Trust or AMR Investments as indicated in a certificate furnished from time to
time to the Transfer Agent in accordance with Section 4(c) hereof.
(b) "Board of Trustees" means the Board of Trustees, Board of
Directors or other governing body, as the case may be, of the Trust.
(c) "Commission" means the Securities and Exchange Commission.
(d) "Custodian" refers to any custodian or sub-custodian of
securities and other property which the Trust may from time to time deposit, or
cause to be deposited or held under the name or account of such a custodian
pursuant to a Custodian Agreement.
(e) "Declaration of Trust" means the Articles of
Incorporation, Declaration of Trust, By-laws or similar organizational
documents as the case may be, of the Trust as the same may be amended from time
to time.
(f) "1933 Act" means the Securities Act of 1933, as amended.
(g) "1934 Act" means the Securities Exchange Act of 1934, as
amended.
(h) "1940 Act" means the Investment Company Act of 1940, as
amended.
(i) "Oral Instructions" means instructions, other than
Written Instructions, actually received by the Transfer Agent from a person
reasonably believed by the Transfer Agent to be an Authorized Person;
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(j) "Prospectus" means the most recently dated Prospectus and
Statement of Additional Information, including any supplements thereto if any,
contained in the Trust's registration statement which has been filed with, and
declared effective by, the Commission under the 1933 Act and the 1940 Act.
(k) "Shares" refers collectively to such shares of capital
stock, beneficial interest or limited partnership interests, as the case may
be, of the Trust as may be issued from time to time; provided, however, that if
the Shares of the Trust may be issued in more than one series or class,
"Shares" shall refer to the shares of capital stock, beneficial interest or
limited partnership interest in such class or series.
(l) "Shareholder" means a holder of record of Shares.
(m) "Trust" means the investment company executing this
Agreement, and if it is a series fund, as such term is used in the 1940 Act
and/or multiple class fund, such term shall include each series and/or class of
the Trust hereafter created, except that such series and/or class shall be
listed on Schedule A before this Agreement shall become effective with respect
to each such series and/or class.
(n) "Written Instructions" means a written communication
signed by a person reasonably believed by the Transfer Agent to be an
Authorized Person and actually received by the Transfer Agent. Written
Instructions shall include manually executed originals and authorized
electronic transmissions, including telefacsimile of a manually executed
original or other process.
2. Appointment of the Transfer Agent. The Trust and AMR Investments
hereby appoint and constitute the Transfer Agent as transfer agent, registrar
and dividend disbursing agent for Shares and as shareholder servicing agent for
the Trust. The Transfer Agent accepts such appointments and, subject to the
terms and conditions hereof, agrees to perform the duties hereinafter set
forth. In addition, the Trust and AMR Investments authorize the Transfer Agent
to take such actions as are necessary, including opening of bank accounts for
the Trust, in order to effectuate the obligations of the Transfer Agent under
this Agreement.
3. Compensation
(a) AMR Investments or the Trust will compensate or cause
the Transfer Agent to be compensated for the performance of its obligations
hereunder with respect to the Trust in accordance with the fees set forth in
the written schedule of fees annexed hereto as Schedule A and incorporated
herein. The Transfer Agent will transmit an invoice to AMR Investments as soon
as practicable after the end of each calendar month which will be detailed in
accordance with Schedule A and AMR Investments or the Trust will pay to the
Transfer Agent the amount of such invoice within thirty (30) days after AMR
Investments' receipt of the invoice.
(b) Any compensation agreed to hereunder may be adjusted
from time to time by attaching to Schedule A a revised fee schedule executed
and dated by the parties hereto.
4. Documents. In connection with the appointment of the Transfer
Agent, the Trust shall deliver or cause to be delivered to the Transfer
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Agent the following documents on or before the date this Agreement goes into
effect but in any case within a reasonable period of time for the Transfer
Agent to prepare to perform its duties hereunder:
(a) If the Shares are issuable in certificate form, an
adequate supply of certificates for the Shares executed on behalf of the Trust
by the persons specified in the Declaration of Trust and, if required by the
Declaration of Trust, bearing the seal of the Trust.
(b) All account application forms and other documents
relating to Shareholder accounts or to any plan, program or service offered by
the Trust;
(c) A signature card bearing the signatures of any officer
of the Trust or AMR Investments or other Authorized Person who is authorized to
sign Written Instructions or is authorized to give Oral Instructions.
(d) A certified copy of the Declaration of Trust;
(e) A copy of the resolution of the Board of Trustees
authorizing the execution and delivery of this Agreement;
(f) If applicable, a certified list of Shareholders of the
Trust with the name, address and taxpayer identification number of each
Shareholder, and the number of Shares of the Trust (or of each series or class
thereof, as applicable held by each Shareholder, certificate numbers and number
of Shares represented thereby (if any certificates have been issued), lists of
any accounts against which stop transfer orders have been placed, together with
the reasons therefore, the number of Shares redeemed by the Trust, the
information specified in Paragraph I of Schedule B and any other information
reasonably requested by the Transfer Agent with respect to the Trust or
Shareholder accounts that have been opened or Shares outstanding on or before
the date this Agreement becomes effective; and
(g) An opinion of counsel for the Trust with respect to the
validity of the Shares and this Agreement and the status of such Shares under
the 1933 Act, which may be the opinion filed by the Trust with the Commission
pursuant to Rule 24f-2 under the 1940 Act if accompanied by a letter
authorizing the Transfer Agent to rely upon such opinion.
5. Further Documentation. The Trust will also furnish the Transfer
Agent with copies of the following documents promptly after the same shall
become available:
(a) each resolution of the Board of Trustees authorizing the
issuance of Shares;
(b) any post-effective amendments to the registration
statements filed on behalf of the Trust with the Commission;
(c) a certified copy of each amendment to the Declaration of
Trust;
(d) certified copies of each resolution of the Board of
Trustees or other authorization designating Authorized Persons (or
authorization of AMR Investments designating Authorized Persons); and
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(e) such other certificates, documents or opinions as the
Transfer Agent may reasonably request in connection with the performance of its
duties hereunder.
6. Representations of the Trust. The Trust represents to the
Transfer Agent that all outstanding Shares are validly issued, fully paid and
non-assessable. When Shares are hereafter issued, such Shares shall be validly
issued, fully paid and nonassessable,
7. Distributions Payable in Shares. In the event that the Board of
Trustees of the Trust shall declare a distribution Payable in Shares with
respect to a series or class designated in Schedule A, the Trust shall deliver
or cause to be delivered to the Transfer Agent written notice of such
declaration signed on behalf of the Trust by an Authorized Person, upon which
notice the Transfer Agent shall be entitled to rely for all purposes. Such
Notice shall certify (i) the identity of the Shares involved, (ii) the number
of Shares involved, (iii) that all appropriate action has been taken and any
other information reasonably requested by the Transfer Agent.
8. Duties of the Transfer Agent. The Transfer Agent shall be
responsible for administering and or performing those functions typically
performed by a transfer agent; for providing clerical and ministerial
assistance to the Trust and AMR Investments in connection with the processing
of orders to purchase Shares; for acting as service agent in connection with
dividend and distribution functions; and for performing shareholder account and
administrative agent functions in connection with the issuance, transfer and
redemption (including coordination with the Custodian) of shares in accordance
with the terms of the Prospectus and applicable law. The operating standards
and procedures to be followed shall be determined from time to time by
agreement between the Trust and the Transfer Agent. In addition, the Trust
shall deliver to the Transfer Agent all notices issued by the Trust with
respect to the Shares and shall perform such other specific duties as are set
forth in the Declaration of Trust including the giving of notice of any special
or annual meetings of shareholders and any other notices required thereby.
9. Record Keeping and Other Information. The Transfer Agent shall
create and maintain all records required of it pursuant to its duties hereunder
in accordance with all applicable laws, rules and regulations, including
records required by Section 31(a) of the 1940 Act. All records shall be
available upon reasonable notice during regular business hours for inspection
and use by the Trust and AMR Investments. Where applicable, such records shall
be maintained by the Transfer Agent for the periods and in the places required
by Rule 31a-2 under the 1940 Act. The Transfer Agent agrees that all such
records prepared or maintained by the Transfer Agent relating to the services
to be performed hereunder are the property of the Trust.
Upon reasonable notice by the Trust, the Transfer Agent shall make
available during regular business hours such of its facilities and premises
employed in connection with the performance of its duties under this Agreement
for reasonable visitation by the Trust or any person retained by the Trust or
AMR Investments as may be necessary for the Trust or AMR Investments to
evaluate the quality of the services performed by the Transfer Agent pursuant
hereto.
10. Other Duties. In addition to the duties set forth in Section 8
hereof and in Schedule B, the Transfer Agent shall perform such other duties
and functions, and shall be paid such amounts therefor, as may
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from time to time be agreed upon in writing among the Trust, AMR Investments
and the Transfer Agent. The compensation for such other duties and functions
shall be reflected in a written amendment to Schedule A or B and the duties and
functions shall be reflected in an amendment to Schedule B, both dated and
signed by authorized persons of each of the parties hereto.
11. Reliance by Transfer Agent; Instructions,
(a) The Transfer Agent will have no liability when acting
upon Written or Oral Instructions reasonably believed to have been executed or
communicated by an Authorized Person and will not be held to have any notice of
any change of authority of any person until receipt of a Written Instruction
thereof from the Trust or AMR Investments as applicable pursuant to Section
4(c). The Transfer Agent will also have no liability when processing Share
certificates which it reasonably believes to bear the proper manual or
facsimile signatures of the officers of the Trust and the proper
counter-signature of the Transfer Agent.
(b) At any time, the Transfer Agent may apply to any
Authorized Person of the Trust for Written Instructions and may, at the expense
of the Transfer Agent, seek advice from legal counsel for the Trust, or its own
legal counsel, with respect to any matter arising in connection with this
Agreement, and it shall not be liable and shall be indemnified by the Trust for
any action taken or omitted by it in reliance upon such Written Instructions or
opinion of counsel to the Trust; provided that nothing in this Subsection shall
excuse the Transfer Agent when an action or omission by it constitutes willful
misfeasance, bad faith, gross negligence or reckless disregard of its duties
hereunder. Written Instructions requested by the Transfer Agent shall be
provided by the Trust within a reasonable period of time and the Transfer Agent
shall not be required to take any action under this Agreement that is the
subject of a request for Written instructions Until Written Instructions
responding to the satisfaction of the Transfer Agent to such request are
received by the Transfer Agent. The Transfer Agent, its officers, agents or
employees, shall accept Oral Instructions or Written Instructions given to them
by any person representing or acting on behalf of the Trust only if the
Transfer Agent reasonably believes said representative is an Authorized Person.
The Trust agrees that all Oral Instructions shall be followed within one
business day by confirming Written Instructions. The Trust's failure to so
confirm shall not impair in any respect the Transfer Agent's right to rely on
Oral Instructions. The Transfer Agent shall have no duty or obligation to
inquire into, nor shall the Transfer Agent be responsible for, the legality of
any act done by it upon the request or direction of a person reasonably
believed by the Transfer Agent to be an Authorized Person.
(c) Notwithstanding any of the foregoing provisions of this
Agreement, the Transfer Agent shall be under no duty or obligation to inquire
into, and shall not be liable for and shall be indemnified with respect to any
liability with respect to: (i) the legality of the issuance or sale of any
Shares or the sufficiency of the amount to be received therefor; (ii) the
legality of the redemption of any Shares, or the propriety of the amount to be
paid therefor; (iii) the legality of the declaration of any dividend by the
Board of Trustees, or the legality of the issuance of any Shares in payment of
any dividend; or (iv) the legality of any recapitalization or readjustment of
the Shares.
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12. Acts of God, etc. The Transfer Agent will not be liable or
responsible for delays or errors by acts of God or by reason of circumstances
beyond its control, including acts of civil or military authority, national
emergencies, labor difficulties, equipment failure, mechanical breakdown,
insurrection, war, riots, or failure or unavailability of transportation,
communication or power supply, fire, flood or other catastrophe.
13. Duty of Care and Indemnification.
(a) The Transfer Agent, in the performance of its duties
hereunder, shall use the care, skill, prudence and diligence under the
circumstances then prevailing that a prudent person acting in a like capacity
and familiar with such matters would use in the conduct of an enterprise of a
like character and with like aims and shall act in conformity with the Trust's
Declaration of Trust and Prospectus and any Written or Oral Instructions, and
shall, subject to the standard set forth above, comply with and conform to the
requirements of the 1940 Act, the 1934 Act, particularly Section 17A thereof,
and all other applicable federal and state laws, regulations and rulings.
(b) AMR Investments and the Trust hereby agree to indemnify
and hold harmless the Transfer Agent, its officers, partners and employees and
each person, if any, who controls the Transfer Agent against any and all
losses, claims, damages Of liabilities, joint or several, to which any such
person may become subject under the 1940 Act, the 1933 Act, the 1934 Act or
other federal or state statutory law or regulation, at common law or otherwise
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon the Transfer Agent's actions and duties
hereunder. It is understood, however, that nothing in this Section 13 shall
protect the Transfer Agent, its officers, partners and employees and each
person, if any, who controls the Transfer Agent against any liability to AMR
Investments, the Trust or its shareholders and their officers, directors,
trustees and employees and each person, if any, who controls AMR Investments or
the Trust to which such person would otherwise be subject by reason of willful
misfeasance, bad faith, or negligence, in the performance of his duties, or by
reason of his reckless disregard of his obligations and duties under this
Agreement.
(c) The Transfer Agent hereby agrees to indemnify and hold
harmless AMR Investments and the Trust and their officers, directors, trustees
and employees and each person, if any, who controls AMR Investments or the
Trust against any and all losses, claims, damages or liabilities, joint or
several, to which such person may become subject under the 1940 Act, the 1933
Act, the 1934 Act or other federal or state statutory law or regulation, at
common law or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon the Transfer
Agent's willful misfeasance, bad faith, or gross negligence in the performance
of its duties or by reason of its reckless disregard of its obligations and
duties under this Agreement.
(d) The indemnifying party shall reimburse each indemnified
party for any reasonable legal or other expenses incurred by such indemnified
party in connection with investigating defending any such loss, claim, damages,
liability or action. In the case that any such action may be brought against
any indemnified party and such indemnified party shall notify the indemnifying
party, the indemnifying party shall be entitled to participate therein and, to
the extent that it shall wish, to assume the defense thereof, with counsel
reasonably
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satisfactory to the indemnified party, and after notice from the
indemnifying party to such indemnified party of its election to assume the
defense thereof, the indemnifying party shall not be liable to such indemnified
party for any legal expense of other counsel, or any other expenses, in each
case subsequently incurred by such indemnified party in connection with the
defense of such action other than the reasonable costs of investigation.
14. Consequential Damages. In no event and under no circumstances
shall any party under this Agreement be liable to any other party for
consequential or indirect loss of profits, reputation or business or any other
special damages under any provision of this Agreement or for any act or failure
to act hereunder.
15. Term and Termination.
(a) This Agreement shall be effective on the date first
written above and shall continue thereafter until terminated in accordance with
this Agreement. This Agreement may be terminated by any party upon written
notice given to each of the other parties at least 150 days prior to the
termination date. In addition, this Agreement may be terminated at any time
upon 30 days' written notice in the event of a material breach of the terms of
this contract by such other party, provided that such breach is not cured
within a reasonable period of time.
(b) In the event a termination notice is given by the Trust,
it shall be accompanied by a resolution of the Board of Trustees, certified by
the Secretary of the Trust. Upon such termination and at the expense of the
Trust, the Transfer Agent will deliver to the successor transfer agent
designated by the Trust a certified list of shareholders of the Trust (with
names and addresses), and all other relevant books, records, correspondence and
other Trust records or data in the possession of the Transfer Agent, and the
Transfer Agent will cooperate with the Trust and any successor transfer agent
or agents in the substitution process.
(c) In the event a termination notice is given by the
Transfer Agent and upon selection of one or more successor transfer agent(s) by
the Trust, the Transfer Agent shall deliver to such successor(s), at the
Transfer Agent's cost, a certified list of Shareholders of the Trust (with
names and addresses) and all other relevant books, records, correspondence and
other Trust records or data in the possession of the Transfer Agent, and the
Transfer Agent shall cooperate with the Trust and any successor transfer
agent(s) in the substitution process.
16. Confidentiality. All parties hereto agree that any nonpublic
information obtained hereunder concerning each of the other parties is
confidential and may not be disclosed to any other person without the consent
of such other party, except as may be required by applicable law or at the
request of the Commission or other governmental agency. The parties further
agree that a breach of this provision would irreparably damage such other party
and accordingly agree that each of them is entitled, without bond or other
security, to an injunction or injunctions to prevent breaches of this
provision.
17. Amendment. This Agreement may only be amended or modified by a
written instrument executed by all the parties hereto.
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18. Subcontracting. The Trust and AMR Investments agree that the
Transfer Agent may, in its discretion, subcontract for certain of the services
described under this Agreement or the Schedules hereto; provided that any such
subcontracting shall not relieve the Transfer Agent of its responsibilities
hereunder; and provided, further, that the Transfer Agent shall notify the
Trust and AMR Investments of any such subcontracting agreement.
19. Miscellaneous.
(a) Notices. Any notice or other instrument authorized or
required by this agreement to be given in writing to the Trust, AMR Investments
or the Transfer Agent, shall be sufficiently given if addressed to that party
and received by it at its office set forth below or at such other place as it
may from time to time designate in writing.
To the Trust: To AMR Investments:
American AAdvantage Funds AMR Investment Services, Inc.
0000 Xxxx Xxxxxx Xxxx., XX0000 0000 Xxxx Xxxxxx Xxxx., XX0000
Xxxx Xxxxx, Xxxxx 00000 Xxxx Xxxxx, Xxxxx 00000
Attn.: X. X. Xxxxx, President Attn.: X.X. Xxxxx, President
To the Transfer Agent:
Xxxxxxx, Xxxxx & Co.
0000 Xxxxx Xxxxx
Xxxxxxx Xxxxxxxx 00000
Attn.: Xxxxxxx Xxxxxx
(b) Successors. This Agreement shall extend to and shall be binding
upon the parties hereto, and their respective successors and assigns, provided,
however, that this Agreement shall not be assigned to any person other than a
person controlling, controlled by or under common control with the assignor
without the written consent of each of the other parties, which consent shall
not be unreasonably withheld.
(c) Governing Law. This Agreement shall be governed exclusively by
the laws of the State of New York without reference to the choice of law
provisions thereof.
(d) Counterparts. This Agreement may be executed in any number of or
counterparts, each of which shall be deemed to be an original; but such
counterparts shall, together, constitute only one instrument.
(e) Captions. The captions of this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.
(f) Use of Transfer Agent's Name. The Trust and AMR Investments
shall not use the name of the Transfer Agent in any prospectus, statement of
additional information, shareholders' report, sales literature or other
material relating to the Trust in a manner not approved by the Transfer Agent
prior thereto in writing; provided, that the Transfer Agent need only receive
notice of all reasonable uses of its name which merely refer in accurate terms
to its appointment hereunder or which are required by any government agency or
applicable law or rule.
(g) Use of Trust's Name or AMR Investments' Name The Transfer Agent
shall not use the name of the Trust or AMR or Investments or
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material relating to the Trust or AMR Investments on any documents or forms for
other than internal use in a manner not approved by the Transfer Agent prior
thereto by the Trust or AMR Investments in writing; provided, that the Trust or
AMR Investments need only receive notice of all reasonable uses of its name
which merely refer in accurate terms to the appointment of the Transfer Agent
or which are required by any government agency or applicable law or rule.
(h) Independent Contractors. The parties agree that they are
independent contractors and not partners or co-venturers.
(i) Entire Agreement; Severability. This Agreement and the Schedules
attached hereto constitute the entire agreement of the parties hereto relating
to the matters covered hereby and supersede any previous agreements. if any
provision is held to be illegal, unenforceable or invalid for any reason, the
remaining provisions shall not be affected or impaired thereby.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their duly authorized officers, as of the day and year first
above written.
AMERICAN AADVANTAGE FUNDS
By: /s/ XXXXX XXXX
-----------------------------
Title: Vice President
--------------------------
AMR INVESTMENT SERVICES, INC..
By: /s/ X.X. XXXXX
-----------------------------
Title: President
--------------------------
XXXXXXX XXXXX & CO.
By: /s/ XXXXXXX XXXXXX
-----------------------------
Title: Vice President
--------------------------
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Schedule A
Fee Schedule - American AAdvantage Mileage Funds
As of November 1, 1995
Annual Fee per Fund $10,000
Per Account Charges $0 (unless>4000 open accounts)
+ Out of Pocket Fees billed at cost
The "Annual Fee per Fund" will increase $1000 per month until it reaches
$15,000. Should the number of open accounts exceed 4000 prior to May 1, 1996,
an additional annual charge of $20 per open account and $5 per closed account
will be added.
As of May 1, 1996, the fee schedule is as follows:
Annual Fee per Fund $15,000
Per Account Charges $0 (unless>4000 open accounts)
Open Accounts $20
Closed Accounts $5
+ Out of Pocket Fees billed at cost
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Schedule B
DUTIES OF THE TRANSFER AGENT
1. Shareholder Information. The Transfer Agent or its agent shall
maintain a record of the number of Shares held by each holder of record which
shall include name, address, taxpayer identification number, the American
AAdvantage number, class of Shares (if applicable), balance of Shares in an
account, beneficial owner code (i.e., male, female, joint tenant, etc.),
dividend code (i.e., reinvestment) and indicate whether such Shares are held in
certificates or uncertificated form.
2. Shareholder Services. The Transfer Agent or its agent shall
investigate all reasonable inquiries from shareholders of the Trust relating to
their Shareholder accounts and shall respond to all communications from
Shareholders and other persons designated by the Trust relating to the Transfer
Agent's duties hereunder and such other correspondence as may from time to time
be mutually agreed upon between the Transfer Agent and the Trust.
3. Share Certificates.
(a) If the Shares are issuable in certificated form, the
Trust shall provide, at the Trust's expense, an adequate supply of certificates
for the Shares executed on behalf of the Trust by the persons specified in the
Declaration of Trust and, if required by the Declaration of Trust, bearing the
seal of the Trust. The Trust agrees that notwithstanding the death,
resignation, or removal of any officer of the Trust whose signature appears on
such certificates, the Transfer Agent or its agent may continue to countersign
certificates which bear such signatures until otherwise directed by Written
Instructions.
(b) The Transfer Agent or its agent shall issue replacement
Share certificates in lieu of certificates which have been lost, stolen or
destroyed, upon receipt by the Transfer Agent or its agent of properly executed
affidavits and lost certificate bonds, in form satisfactory to the Transfer
Agent or its agent, with the Trust and the Transfer Agent or its agent as
obligees under the bond.
(c) The Transfer Agent or its 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 or its agent shall maintain comparable records of the record
holders thereof, including their names, addresses and taxpayer identification.
The Transfer Agent or its agent shall further maintain a stop transfer record
on lost and/or replaced certificates.
4. Mailing Communications to Shareholders; Proxy Materials. The
Transfer Agent or its agent shall address and mail to Shareholders of the
Trust, all reports to Shareholders, dividend and distribution notices and such
prospectuses, statements of additional information (upon request), annual
reports, semi-annual reports, proxy and related material for the Trust's
meetings of Shareholders and any other enclosures requested by the Trust, as
are provided to the Transfer Agent by the Trust. In connection with meetings of
Shareholders, the Transfer Agent or its agent will prepare certified
Shareholder lists, mail and certify as to the mailing of proxy materials,
process and tabulate
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returned proxy cards, report on proxies voted prior to meetings, act as
inspector of election at meetings and certify Shares voted at meetings.
5. Sale of Shares.
(a) Suspension of Sale of Shares. The Transfer Agent or its
agent shall not be required to issue any Shares of the Trust if it has received
a Written Instruction from the Trust or official notice from any appropriate
federal or state regulatory authority that the sale of the Shares has been
suspended or discontinued. The existence of such Written Instructions or such
official notice shall be conclusive evidence of the right of the Transfer Agent
or its agent to rely on such Written Instructions or official notice.
(b) 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 or its agent shall: (i) give prompt notice of such return to the Trust 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.
6. Purchase, Transfer or Redemption of Shares.
(a) Requirements for Purchase, Transfer or Redemption of
Shares. The Transfer Agent or its agent shall process all requests to purchase,
transfer or redeem Shares in accordance with the purchase, transfer or
redemption procedures set forth in the Trust's Prospectus.
The Transfer Agent or its agent shall purchase, transfer or
redeem Shares upon receipt of Oral or Written Instructions or such other means
of communication as shall be specified in the Prospectus and agreed to by the
Transfer Agent requesting such purchase, transfer or redemption. In the case of
any request for transfer or redemption of Shares in certificated form, the
Transfer Agent shall be entitled to require that the certificate representing
such Shares be surrendered in connection with such transfer or redemption and
shall be properly endorsed for transfer or redemption, accompanied by such
documents as the Transfer Agent or its agent reasonably may deem necessary.
The Transfer Agent or its agent reserves the right to refuse
to transfer or redeem Shares until it is satisfied that the endorsement on the
instructions is valid and genuine. The Transfer Agent or its 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 or its agent, in its good judgment, deems
improper or unauthorized, or until it is reasonably satisfied that there is no
basis to any claims adverse to such transfer or redemption.
(b) Notice to Custodian and Trust. When Shares are purchased
or redeemed, the Transfer Agent or its agent shall deliver to the Custodian and
the Trust or its designee a notification setting forth the number of Shares
purchased or redeemed. Such purchased or redeemed shares shall be reflected on
appropriate accounts maintained by the Transfer Agent or its agent reflecting
outstanding Shares and Shares attributed to individual accounts.
(c) Payment of Redemption Proceeds. The Transfer Agent or its
agent shall, upon receipt of the moneys paid to it by the Custodian
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for the redemption of Shares, pay such moneys as are received from the
Custodian, all in accordance with the procedures described in the written
instruction received by the Transfer Agent or its agent from the Trust. The
Transfer Agent will upon receipt of moneys from shareholders for the purchase
of shares, pay such moneys to the Custodian.
The Transfer Agent or its agent shall not process or effect
any redemption with respect to Shares of the Trust after receipt by the
Transfer Agent or its agent of notification of the suspension of the
determination of the net asset value of the Trust. The Transfer Agent shall
identify redemption requests made with respect to accounts in which Shares have
been purchased within a time period agreed upon between the Transfer Agent and
the Trust for determining whether funds have been collected with respect to
such purchases. Unless otherwise directed by the Trust or AMR Investments, the
Transfer Agent shall not process any redemption so identified unless funds for
the purchase of such Shares have been received.
7. Dividends.
(a) Notice to Agent and Custodian. Upon the declaration of
each dividend, other than dividends declared on a daily basis, and each capital
gains distribution by the Board of Trustees with respect to Shares, the Trust
shall furnish or cause to be furnished to the Transfer Agent or its agent a
copy of a resolution of the Board of Trustees certified by the Secretary of the
Trust setting forth 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 or its agent on the payment date and
whether such dividend or distribution is to be paid in Shares of such class at
net asset value.
(b) Daily Dividend Funds. For daily dividend funds, which
shall be identified by the Trust to the Transfer Agent, the Trust directs the
Transfer Agent to (i) accept the daily dividend accrual rate from the Custodian
and to apply that rate to the outstanding Shares for that day, and (ii) to pay
or reinvest the accumulated daily dividend in accordance with the Prospectus
or, if applicable, written instructions from the Shareholder. On or before the
payment date specified in such resolution of the Board of Trustees, the
Custodian will pay to the Transfer Agent sufficient cash to make payment to the
Shareholders of record as of such payment date.
(c) Insufficient Funds for Payments. If the Transfer Agent
or its agent does not receive sufficient cash from the Custodian to make total
dividend and/or distribution payments to all Shareholders as of the record
date, the Transfer Agent or its agent shall, upon notifying the Trust, withhold
payment to all Shareholders of record as of the record date until sufficient
cash is provided to the Transfer Agent or its agent.
(d) Reports. The Transfer Agent shall compute, prepare and
mail all necessary reports with respect to dividend payments to Shareholders or
authorities as requested by the Trust. The Transfer Agent shall report to the
Trust Purchases of Shares under a dividend reinvestment plan.
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8. Customer Service.
The Transfer Agent shall respond to all telephone and written
inquiries received by the Transfer Agent. In response to telephone inquiries,
the Transfer Agent shall provide general, limited information, as agreed to in
writing between the Transfer Agent and the Trust, but shall provide no
investment advice. Notwithstanding anything in this Paragraph 8 to the
contrary, it is agreed that the Transfer Agent shall be acting solely in an
administrative capacity in connection with its duties under this Paragraph 8
and shall not be required to take any action that it reasonably believes could
be deemed to involve the distribution of the Shares. It is also agreed that the
Transfer Agent shall refer all questions regarding the Trust's portfolio
management to the Trust.
9. Blue Sky.
The Transfer Agent will maintain records of Trust sales by state and
provide such reports to the Trust as agreed to by the Trust and the Transfer
Agent, including Blue Sky warning reports.
10. Communication with American Airlines' AAdvantage Travel
Awards Program Department ("AAdvantage")
Using a formula which (a) allocates "miles" to a Shareholders'
investment position, and (b) is provided to the Transfer Agent by the foremost,
the Transfer Agent will provide AAdvantage by the fourth day of each month an
electronic report detailing the miles earned by each Trust Shareholder during
the prior month. For new Shareholders who are not yet members of the AAdvantage
Program, the Transfer Agent and AAdvantage shall communicate in order to enroll
the Shareholder in the AAdvantage Program.
11. Communications to Shareholders Regarding Account Information.
The Transfer Agent will mail a monthly client statement to all
shareholders reflecting their holdings in the Trust, any transaction activity
during the period, and AAdvantage miles accumulated during that month.
Transaction confirmations shall be provided to Shareholders as required by
applicable law.
12. Tax Reports.
The Transfer Agent shall maintain records throughout the year to
enable Transfer Agent to report all necessary information, including but not
limited to Internal Revenue Service filings, total distributions, taxes
withheld and retirement account record keeping and reports. Reports will be
filed with the Internal Revenue Service via magnetic tape and paper reports
mailed to individual shareholders. Transfer Agent's tax reporting
responsibilities are applicable to Shares only and not to AAdvantage Program
miles.
Transfer Agent shall conduct an annual test of the disaster recovery
of the system and operations used to support the Trust, and shall provide the
Trust with results of that test.
13. Disaster Recovery.
The Transfer Agent shall maintain a disaster recovery plan reasonably
designed to keep the records and adequate systems available to the Trust.
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14. Compliance.
The Transfer Agent shall maintain and provide to the Trust such
account records and perform all services in connection therewith in order that
such records are in conformity with all legal requirements applicable to its
services hereunder.
15. Taping of Communications with Shareholders.
The Transfer Agent shall, unless otherwise directed by the Trust, make
an audio tape recording of each telephone call from a Shareholder regarding its
account or requesting the purchase, transfer or redemption of Shares.
16. Reconciliation of Bank Accounts.
The Transfer Agent shall provide the Trust and AMR Investments with a
reconciliation of all the Trust's bank accounts employed by the Transfer Agent
in connection with its services hereunder.
17. Management Reports.
The Transfer Agent shall provide the Trust and AMR Investments with
such management reports as the Trust or AMR Investments may reasonably request.
