TRANSFER AGENCY SERVICES AGREEMENT
TRANSFER AGENCY SERVICES AGREEMENT
THIS AGREEMENT is made as of February 1, 2001 by and between PFPC INC., a Massachusetts corporation (“PFPC”), and The AAL Mutual Funds, a multi-class series fund, organized as a Massachusetts Business Trust (the “Fund”).
W I T N E S S E T H:
WHEREAS, the Fund is
registered as an open-end management investment company under the Investment
Company Act of 1940, as amended (including the regulations promulgated
thereunder, referred to herein as the "1940 Act"); and
WHEREAS, the Fund
wishes to retain PFPC to serve as transfer agent, registrar, dividend disbursing
agent and shareholder servicing agent to its Funds listed on Schedule A attached
hereto and made a part hereof and PFPC wishes to furnish such services. Schedule
A may be amended from time to time for the addition of new Funds.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
- Definitions. As Used in this Agreement:
- "1933 Act" means the Securities Act of 1933, as amended, and the
regulations promulgated thereunder.
- "1934 Act" means the Securities Exchange Act of 1934, as amended, and the
regulations promulgated thereunder.
- “Authorized Person” means any officer of the Fund and any
other person duly authorized by the Fund’s Board of Directors or Trustees
to give Oral Instructions and Written Instructions on behalf of the Fund. An
Authorized Person’s scope of authority may be limited by setting forth such
limitation in a written document signed by both parties hereto.
- "CEA" means the Commodities Exchange Act, as amended, and the
regulations promulgated thereunder.
- “Change of Control” means a change in ownership or control (not including
transactions between wholly-owned direct or indirect subsidiaries of a common
parent) of 25% or more of the beneficial ownership of the shares of common stock
or shares of beneficial interest of an entity or its parents(s).
- “Oral
Instructions” mean oral instructions received by PFPC from an
Authorized Person or from a person reasonably believed by PFPC to be an
Authorized Person. PFPC may, in its sole discretion in each separate instance,
consider and rely upon instructions it receives from an Authorized Person via
electronic mail as Oral Instructions.
- "SEC" means the Securities and Exchange Commission.
- "Securities Laws" mean the 1933 Act, the 1934 Act, the 1940 Act and the
CEA.
- "Shares" mean the shares of beneficial interest of any series or class of
the Fund.
- “Written Instructions” mean (i) written instructions signed by an Authorized Person and received by PFPC or (ii) trade instructions transmitted (and received by PFPC) by means of an electronic transaction reporting system access to which requires use of a password or other authorized identifier. The instructions may be delivered by hand, mail, e-mail, tested telegram, cable, telex or facsimile sending device.
- "1933 Act" means the Securities Act of 1933, as amended, and the
regulations promulgated thereunder.
- Appointment. The Fund hereby appoints PFPC to serve as transfer
agent, registrar, dividend disbursing agent and shareholder servicing agent to
the Fund in accordance with the terms set forth in this Agreement. PFPC accepts
such appointment and agrees to furnish such services.
- Delivery of Documents. The Fund has provided or, where applicable,
will provide PFPC with the following:
- At PFPC's request, certified or authenticated copies of the resolutions of
the Fund's Board of Directors or Trustees, approving the appointment of
PFPC or its affiliates to provide services to the Fund and approving this
Agreement;
- A copy of the Fund's most recent effective registration statement;
- A copy of the advisory agreement with respect to each investment Portfolio
of the Fund;
- A copy of the distribution/underwriting agreement with respect to each
class of Shares of the Fund;
- A copy of the Fund's organizational documents, as filed with the state in
which the Fund is organized; and
- Copies (certified or authenticated where applicable) of any and all
amendments or supplements to the foregoing.
- At PFPC's request, certified or authenticated copies of the resolutions of
the Fund's Board of Directors or Trustees, approving the appointment of
PFPC or its affiliates to provide services to the Fund and approving this
Agreement;
- Compliance with Rules and Regulations. PFPC undertakes to
comply with all applicable requirements of the Securities Laws and any laws,
rules and regulations of governmental authorities having jurisdiction with
respect to the duties to be performed by PFPC hereunder. Except as specifically
set forth herein, PFPC assumes no responsibility for such compliance by the Fund
or any other entity.
- Instructions.
- Unless otherwise provided in this Agreement, PFPC shall act only upon Oral
Instructions or Written Instructions.
- PFPC shall be entitled
to rely upon any Oral Instruction or Written Instruction it receives from an
Authorized Person (or from a person reasonably believed by PFPC to be an
Authorized Person) pursuant to this Agreement. PFPC may assume that any Oral
Instruction or Written Instruction received hereunder is not in any way
inconsistent with the provisions of organizational documents or this Agreement
or of any vote, resolution or proceeding of the Fund’s Board of Directors
or Trustees or of the Fund’s shareholders, unless and until PFPC receives
Written Instructions to the contrary.
- The Fund agrees to
forward to PFPC Written Instructions confirming Oral Instructions so that PFPC
receives the Written Instructions by the close of business on the same day that
such Oral Instructions are received. The fact that such confirming Written
Instructions are not received by PFPC or differ from the Oral Instructions shall
in no way invalidate the transactions or enforceability of the transactions
authorized by the Oral Instructions or PFPC’s ability to rely upon such
Oral Instructions. Where Oral Instructions or Written Instructions reasonably
appear to have been received from an Authorized Person, PFPC shall incur no
liability to the Fund in acting upon such Oral Instructions or Written
Instructions provided that PFPC’s actions comply with the other provisions
of this Agreement.
- Unless otherwise provided in this Agreement, PFPC shall act only upon Oral
Instructions or Written Instructions.
- Right to Receive Advice.
- Advice of the Fund. If PFPC is in doubt as to any action it should
or should not take, PFPC may request directions or advice, including Oral
Instructions or Written Instructions, from the Fund.
- Advice of
Counsel. If PFPC shall be in doubt as to any question of law pertaining to
any action it should or should not take, PFPC may request advice from counsel of
its own choosing (who may be counsel for the Fund, the Fund’s investment
adviser or PFPC, at the option of PFPC).
- Conflicting Advice. In the event of a conflict between directions or
advice or Oral Instructions or Written Instructions PFPC receives from the Fund,
and the advice it receives from counsel, PFPC may rely upon and follow the
advice of counsel.
- Protection of PFPC. PFPC shall be protected in any action it takes or
does not take in reliance upon directions or advice or Oral Instructions or
Written Instructions it receives from the Fund or from counsel and which PFPC
believes, in good faith, to be consistent with those directions or advice or
Oral Instructions or Written Instructions. Nothing in this section shall be
construed so as to impose an obligation upon PFPC (i) to seek such directions or
advice or Oral Instructions or Written Instructions, or (ii) to act in
accordance with such directions or advice or Oral Instructions or Written
Instructions unless, under the terms of other provisions of this Agreement, the
same is a condition of PFPC’s properly taking or not taking such action.
- Advice of the Fund. If PFPC is in doubt as to any action it should
or should not take, PFPC may request directions or advice, including Oral
Instructions or Written Instructions, from the Fund.
- Records;
Visits. The books and records pertaining to the Fund, which are in the
possession or under the control of PFPC, shall be the property of the Fund. Such
books and records shall be prepared and maintained as required by the 1940 Act
(including without limitation Section 31(a) thereunder) and other applicable
securities laws, rules and regulations. The Fund and Authorized Persons shall
have access to such books and records at all times during PFPC’s normal
business hours. Upon the reasonable request of the Fund, copies of any such
books and records shall be provided by PFPC to the Fund or to an Authorized
Person, at the Fund’s expense.
-
Confidentiality. Each party shall keep confidential any
information relating to the other party’s business (“Confidential
Information”). Confidential Information shall include (a) any data or
information that is competitively sensitive material, and not generally known to
the public, including, but not limited to, information about product plans,
marketing strategies, finances, operations, customer relationships, customer
profiles, customer lists, sales estimates, business plans, and internal
performance results relating to the past, present or future business activities
of the Fund or PFPC, their respective subsidiaries and affiliated companies and
the customers, clients and suppliers of any of them; (b) any scientific or
technical information, design, process, procedure, formula, or improvement that
is commercially valuable and secret in the sense that its confidentiality
affords the Fund or PFPC a competitive advantage over its competitors; (c) all
confidential or proprietary concepts, documentation, reports, data,
specifications, computer software, source code, object code, flow charts,
databases, inventions, know-how, and trade secrets, whether or not patentable or
copyrightable; (d) all personal identifying information relating to the
Fund’s shareholders; and (e) anything designated as confidential.
>Notwithstanding the foregoing, information shall not be subject to such confidentiality obligations if it: (a) is already known to the receiving party at the time it is obtained; (b) is or becomes publicly known or available through no wrongful act of the receiving party; (c) is rightfully received from a third party who, to the best of the receiving party’s knowledge, is not under a duty of confidentiality; (d) is released by the protected party to a third party without restriction; (e) is required to be disclosed by the receiving party pursuant to a requirement of a court order, subpoena, governmental or regulatory agency or law (provided the receiving party will provide the other party written notice of such requirement, to the extent such notice is permitted); (f) is relevant to the defense of any claim or cause of action asserted against the receiving party brought by the disclosing party; or (g) has been or is independently developed or obtained by the receiving party, provided the receiving party is able to establish such independent development with sufficient documentation.
- Cooperation
with Accountants. PFPC shall cooperate with the Fund’s independent
public accountants and shall take all reasonable actions in the performance of
its obligations under this Agreement to ensure that the necessary information is
made available to such accountants for the expression of their opinion, as
required by the Fund.
- PFPC
System. PFPC shall retain title to and ownership of any and all data
bases, computer programs, screen formats, report formats, interactive design
techniques, derivative works, inventions, discoveries, patentable or
copyrightable matters, concepts, expertise, patents, copyrights, trade secrets,
and other related legal rights utilized by PFPC in connection with the services
provided by PFPC to the Fund.
- Disaster
Recovery. PFPC shall enter into and shall maintain in effect with
appropriate parties one or more agreements making reasonable provisions for
emergency use of electronic data processing equipment. In the event of equipment
failures, PFPC shall, at no additional expense to the Fund, take reasonable
steps to minimize service interruptions. PFPC shall have no liability with
respect to the loss of data or service interruptions caused by equipment
failure, provided such loss or interruption is not caused by PFPC’s own
willful misfeasance, bad faith, negligence or reckless disregard of its duties
or obligations under this Agreement. Notwithstanding the foregoing, upon the
cure of any such equipment failure, PFPC shall reprocess all data necessary to
correct or replace all reports and other results which were lost or corrupted as
a result of such failure.
- Compensation. As compensation for services rendered by PFPC during
the term of this Agreement, the Fund will pay to PFPC a fee or fees as set forth
in the Fee Letter executed by the parties simultaneously with this Agreement and
as may otherwise be agreed to from time to time in writing by the Fund and PFPC.
The Fund acknowledges that PFPC may receive float benefits and/or investment
earnings in connection with maintaining certain accounts required to provide
services under this Agreement.
- Indemnification.
- The Fund agrees to
indemnify and hold harmless PFPC and its affiliates from all taxes (other than
income taxes imposed on PFPC’s taxable income or property or similar taxes
imposed on PFPC’s real or personal property), charges, expenses,
assessments, claims and liabilities (including, without limitation,
attorneys’ fees and disbursements and liabilities arising under the
Securities Laws and any state and foreign securities and blue sky laws) arising
directly or indirectly from any action or omission to act which PFPC takes in
connection with the provision of services to the Fund. Neither PFPC, nor any of
its affiliates, shall be indemnified against any liability (or any expenses
incident to such liability) caused by PFPC’s or its affiliates’ own
willful misfeasance, bad faith, negligence or reckless disregard of its duties
and obligations under this Agreement, provided that in the absence of a finding
to the contrary the acceptance, processing and/or negotiation of a fraudulent
payment for the purchase of Shares shall be presumed not to have been the result
of PFPC’s or its affiliates own willful malfeasance, bad faith, negligence
or reckless disregard of such duties and obligations.
- PFPC agrees to
indemnify and hold harmless the Fund and its affiliates from all expenses,
claims and liabilities (including without limitation attorney’s fees and
disbursements and liabilities arising under Securities Laws and any state and
foreign securities and blue-sky laws) caused by PFPC’s or its affiliates
willful malfeasance, bad faith, negligence or reckless disregard of its duties
and obligations under this Agreement.
- The Fund agrees to
indemnify and hold harmless PFPC and its affiliates from all taxes (other than
income taxes imposed on PFPC’s taxable income or property or similar taxes
imposed on PFPC’s real or personal property), charges, expenses,
assessments, claims and liabilities (including, without limitation,
attorneys’ fees and disbursements and liabilities arising under the
Securities Laws and any state and foreign securities and blue sky laws) arising
directly or indirectly from any action or omission to act which PFPC takes in
connection with the provision of services to the Fund. Neither PFPC, nor any of
its affiliates, shall be indemnified against any liability (or any expenses
incident to such liability) caused by PFPC’s or its affiliates’ own
willful misfeasance, bad faith, negligence or reckless disregard of its duties
and obligations under this Agreement, provided that in the absence of a finding
to the contrary the acceptance, processing and/or negotiation of a fraudulent
payment for the purchase of Shares shall be presumed not to have been the result
of PFPC’s or its affiliates own willful malfeasance, bad faith, negligence
or reckless disregard of such duties and obligations.
-
Responsibility of PFPC.
- PFPC shall be under no
duty to take any action hereunder on behalf of the Fund except as specifically
set forth herein or as may be specifically agreed to by PFPC and the Fund in a
written amendment hereto. PFPC shall be obligated to exercise care and diligence
in the performance of its duties hereunder and to act in good faith in
performing services provided for under this Agreement. PFPC shall be liable only
for any damages arising out of PFPC’s failure to perform its duties under
this Agreement to the extent such damages arise out of PFPC’s willful
malfeasance, bad faith, negligence or reckless disregard of its duties and
obligations under this Agreement.
- Without limiting the
generality of the foregoing or of any other provision of this Agreement, (i)
PFPC shall not be liable for losses beyond its control, including without
limitation (subject to Section 11), delays or errors or loss of data occurring
by reason of circumstances beyond PFPC’s control, provided that PFPC has
acted in accordance with the standard set forth in Section 14(a) above; and (ii)
PFPC shall not be under any duty or obligation to inquire into and shall not be
liable for the validity or invalidity or authority or lack thereof of any Oral
Instruction or Written Instruction, notice or other instrument which conforms to
the applicable requirements of this Agreement, and which PFPC reasonably
believes to be genuine.
- Notwithstanding
anything in this Agreement to the contrary, neither PFPC nor its affiliates
shall be liable for any consequential, special or indirect losses or damages,
whether or not the likelihood of such losses or damages was known by PFPC or its
affiliates.
- No party may assert a
cause of action against PFPC or any of its affiliates allegedly occurred more
than 24 months after the expiration or termination of this Agreement.
- Each party shall have a duty to mitigate damages for which the other party may become responsible.
- PFPC shall be under no
duty to take any action hereunder on behalf of the Fund except as specifically
set forth herein or as may be specifically agreed to by PFPC and the Fund in a
written amendment hereto. PFPC shall be obligated to exercise care and diligence
in the performance of its duties hereunder and to act in good faith in
performing services provided for under this Agreement. PFPC shall be liable only
for any damages arising out of PFPC’s failure to perform its duties under
this Agreement to the extent such damages arise out of PFPC’s willful
malfeasance, bad faith, negligence or reckless disregard of its duties and
obligations under this Agreement.
-
Description of Services.
- Services Provided on an Ongoing Basis, If Applicable.
- Calculate 12b-1 payments;
- Maintain shareholder registrations;
- Review new applications and correspond with shareholders and AAL CMC to complete or
correct information;
- Direct payment processing of checks or wires;
- Prepare and certify stockholder lists in conjunction with proxy solicitations;
- Countersign share certificates;
- Mail duplicate
confirmations to broker-dealers of their clients’ activity, whether
executed through the broker-dealer or directly with PFPC;
- Provide periodic shareholder lists and statistics to the Fund;
- Provide detailed data for underwriter/broker confirmations;
- Prepare periodic year-end tax information;
- Notify on a timely basis the investment adviser, accounting agent, and custodian of
fund activity; and
- Perform other participating broker-dealer shareholder services as may be
agreed upon from time to time.
- Calculate 12b-1 payments;
- Services Provided by PFPC Under Oral Instructions or Written Instructions.
- Accept and post daily Share purchases and redemptions;
- Accept, post and perform shareholder transfers and exchanges;
- Pay dividends and other distributions;
- Issue and cancel certificates (when requested in writing by the shareholder).
- Accept and post daily Share purchases and redemptions;
- Purchase of Shares. PFPC shall issue and credit an account of an
investor, in the manner described in the Fund's prospectus, once it receives:
- A purchase order;
- Proper information to establish a shareholder account; and
- Confirmation of receipt or crediting of funds for such order to the Fund's custodian.
- A purchase order;
- Redemption of
Shares. PFPC shall redeem Shares only if that function is properly
authorized by the certificate of incorporation or resolution of the Fund’s
Board of Directors or Trustees. Shares shall be redeemed and payment therefor
shall be made in accordance with the Fund’s prospectus, when the
recordholder tenders Shares in proper form and directs the method of redemption.
If Shares are received in proper form, Shares shall be redeemed before the funds
are provided to PFPC from the Fund’s custodian (the “Custodian”).
If the recordholder has not directed that redemption proceeds be wired, when the
Custodian provides PFPC with funds, the redemption check shall be sent to and
made payable to the recordholder, unless:
- the surrendered certificate is drawn to the order of an assignee or holder and
transfer authorization is signed by the recordholder; or
- transfer authorizations are signed by the recordholder when Shares are held in
book-entry form.
- the surrendered certificate is drawn to the order of an assignee or holder and
transfer authorization is signed by the recordholder; or
When a broker-dealer notifies PFPC of a redemption desired by a customer, and the Custodian provides PFPC with funds, PFPC shall prepare and send the redemption check to the broker-dealer and made payable to the broker-dealer on behalf of its customer.
- Dividends and
Distributions. Upon receipt of a resolution of the Fund’s Board of
Directors or Trustees authorizing the declaration and payment of dividends and
distributions, PFPC shall issue dividends and distributions declared by the Fund
in Shares, or, upon shareholder election, pay such dividends and distributions
in cash, if provided for in the Fund’s prospectus. Such issuance or
payment, as well as payments upon redemption as described above, shall be made
after deduction and payment of the required amount of funds to be withheld in
accordance with any applicable tax laws or other laws, rules or regulations.
PFPC shall mail to the Fund’s shareholders such tax forms and other
information, or permissible substitute notice, relating to dividends and
distributions paid by the Fund as are required to be filed and mailed by
applicable law, rule or regulation. PFPC shall prepare, maintain and file with
the IRS and other appropriate taxing authorities reports relating to all
dividends above a stipulated amount paid by the Fund to its shareholders as
required by tax or other law, rule or regulation.
- Shareholder Account Services.
- PFPC may arrange, in accordance with the prospectus, for issuance of Shares
obtained through:
- Any pre-authorized check plan; and
- Direct purchases through broker wire orders, checks and applications.
- PFPC may arrange, in accordance with the prospectus, for a shareholder's:
- Exchange of Shares for shares of another fund with which the Fund has exchange privileges; - Automatic redemption from an account where that shareholder participates in a automatic redemption plan; and/or
- Redemption of Shares from an account with a checkwriting privilege.
- PFPC may arrange, in accordance with the prospectus, for issuance of Shares
obtained through:
- Records. PFPC shall maintain records of the accounts for each shareholder showing the
following information:
- Name, address and United States Tax Identification or Social Security number;
- Number and class of
Shares held and number and class of Shares for which certificates, if any, have
been issued, including certificate numbers and denominations;
- Historical
information regarding the account of each shareholder, including dividends and
distributions paid and the date and price for all transactions on a
shareholder’s account;
- Any stop or restraining order placed against a shareholder's account;
- Any correspondence relating to the current maintenance of a shareholder's account;
- Information with respect to withholdings; and
- Any information required in order for PFPC to perform any calculations required by
this Agreement.
- Name, address and United States Tax Identification or Social Security number;
- Lost or Stolen Certificates. PFPC shall place a stop notice against
any certificate reported to be lost or stolen and comply with all applicable
federal regulatory requirements for reporting such loss or alleged
misappropriation. A new certificate shall be registered and issued only upon:
- The shareholder's pledge of a lost instrument bond or such other appropriate
indemnity bond issued by a surety company approved by PFPC; and
- Completion of a release and indemnification agreement signed by the
shareholder to protect PFPC and its affiliates.
- The shareholder's pledge of a lost instrument bond or such other appropriate
indemnity bond issued by a surety company approved by PFPC; and
- Shareholder
Inspection of Stock Records. Upon a request from any Fund shareholder to
inspect stock records, PFPC will notify the Fund and the Fund will issue
instructions granting or denying each such request. Unless PFPC has acted
contrary to the Fund’s instructions, the Fund agrees to and does hereby
release PFPC from any liability for refusal of permission for a particular
shareholder to inspect the Fund’s stock records.
- Withdrawal of Shares
and Cancellation of Certificates. Upon receipt of Written Instructions, PFPC
shall cancel outstanding certificates surrendered by the Fund to reduce the
total amount of outstanding shares by the number of shares surrendered by the
Fund.
- Lost
Shareholders. PFPC shall perform such services as are required in order to
comply with Rules 17a-24 and 17Ad-17 of the 1934 Act (the “Lost Shareholder
Rules”), including, but not limited to, those set forth below. PFPC may, in
its sole discretion, use the services of a third party to perform some of or all
such services.
- documentation of search policies and procedures;
- execution of required searches;
- tracking results and maintaining data sufficient to comply with the Lost
Shareholder Rules; and
- preparation and
submission of data required under the Lost Shareholder Rules.
Except as set forth above, PFPC shall have no responsibility for any escheatment services.
- documentation of search policies and procedures;
- Operational and
Workflow Structure. The parties acknowledge that in addition to PFPC, AAL
Capital Management Corporation (“AAL CMC”) will continue to provide
certain services on behalf of the Funds; in connection therewith, Schedule B,
attached hereto and incorporated herein by reference sets forth the delineation
of services provided by PFPC and AAL CMC.
- Performance
Standards. The parties will perform their duties under this Agreement in
accordance with the performance standards set forth in Schedule C to this
Agreement. Should PFPC fail to meet these standards, PFPC will reimburse the
Fund for all reasonable expenses incurred by the Fund.
- Services Provided on an Ongoing Basis, If Applicable.
- Duration
and Termination.
- This Agreement shall be
effective on the date first written above and shall continue for a period of
five (5) years from the date hereof (the “Initial Term”).
- Upon the expiration of
the Initial Term, this Agreement shall automatically renew for successive terms
of one (1) year (“Renewal Terms”) each, unless the Fund or PFPC
provides written notice to the other of its intent not to renew. Such notice
must be received not less than sixty (60) days prior to the expiration of the
Initial Term or the then current Renewal Term.
- In the event the Fund
gives notice of termination, all reasonable expenses associated with movement
(or duplication) of records and materials and conversion thereof to a successor
transfer agent or other service provider, and all trailing expenses incurred by
PFPC, will be borne by the Fund.
- If a party hereto is
guilty of a material failure to perform its duties and obligations hereunder (a
“Defaulting Party”) the other party (the “Non-Defaulting
Party”) may give written notice thereof to the Defaulting Party, and if
such material breach shall not have been remedied to the reasonable satisfaction
of the Non-defaulting Party within thirty (30) days after such written notice is
given, then the Non-Defaulting Party may terminate this Agreement. In all cases,
termination by the Non-Defaulting Party shall not constitute a waiver by the
Non-Defaulting Party of any other rights it might have under this Agreement or
otherwise against the Defaulting Party.
- This Agreement shall be
effective on the date first written above and shall continue for a period of
five (5) years from the date hereof (the “Initial Term”).
- Change of
Control. Notwithstanding anything contained in this Agreement to the
contrary, should there be a change of control with respect to the Fund which
results in the Fund’s desire to move any of the services provided by PFPC
hereunder to a successor service provider prior to the expiration of the then
current Initial or Renewal Term, or without the required notice period, PFPC
shall make a good faith effort to facilitate the conversion on such prior date,
however, there can be no guarantee that PFPC will be able to facilitate a
conversion of services on such prior date. In connection with the foregoing,
should services be converted to a successor service provider, or if the Fund is
liquidated or its assets merged or purchased or the like with another entity
which does not utilize the services of PFPC, the payment of fees to PFPC as set
forth herein shall be accelerated to a date prior to the conversion or
termination of services and calculated as if the services had remained with PFPC
until the expiration of the then current Initial or Renewal Term and calculated
at the asset and/or Shareholder account levels, as the case may be, on the date
notice of termination was given to PFPC.
- Notices. Notices shall be addressed (a) if to PFPC, at 000
Xxxxxxxx Xxxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, Attention: President; (b) if to
the Fund, at 000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxx, XX 00000-0000, Attention:
President or (c) if to neither of the foregoing, at such other address as shall
have been given by like notice to the sender of any such notice or other
communication by the other party. If notice is sent by confirming telegram,
cable, telex or facsimile sending device, it shall be deemed to have been given
immediately. If notice is sent by first-class mail, it shall be deemed to have
been given three days after it has been mailed. If notice is sent by messenger,
it shall be deemed to have been given on the day it is delivered.
- Amendments. This Agreement, or any term thereof, may be
changed or waived only by a written amendment, signed by the party against whom
enforcement of such change or waiver is sought.
- Delegation; Assignment. PFPC may assign its rights and
delegate its duties hereunder to any majority-owned direct or indirect
subsidiary of PFPC or of The PNC Financial Services Group, Inc., provided:
- that PFPC gives the Fund 30 days prior written notice of such assignment or
delegation;
- that such assignment or
delegation does not materially affect the systems, operations, personnel or
other resources utilized by PFPC to provide the services contemplated under this
Agreement or otherwise have a material adverse affect on the quality of such
services; and
- Noting in the foregoing
limits the Fund’s right to terminate this Agreement when an assignment is
required, or occurs, due to the merger or acquisition of PFPC.
- that PFPC gives the Fund 30 days prior written notice of such assignment or
delegation;
- Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
- Further Actions. Each party agrees to perform such further
acts and execute such further documents as are necessary to effectuate the
purposes hereof.
- Conversion from PAR.The Funds reserve the right to terminate
this Agreement in the event that a conversion from the PAR system is required to
maintain the rights and obligations of the parties under this Agreement.
- Miscellaneous.
- Entire Agreement. This Agreement embodies the entire agreement and understanding
between the parties and supersedes all prior agreements and understandings
relating to the subject matter hereof, provided that the parties may embody in
one or more separate documents their agreement, if any, with respect to
delegated duties.
- No Changes that
Materially Affect Obligations. Notwithstanding anything in this Agreement to
the contrary, the Fund agrees not to make any modifications to its registration
statement or adopt any policies which would affect materially the obligations or
responsibilities of PFPC except upon at least thirty (30) days prior written
notice to PFPC.
- Captions. The
captions in 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.
- Governing Law. This Agreement shall be deemed to be a contract made
in Delaware and governed by Delaware law, without regard to principles of
conflicts of law.
- Partial Invalidity. 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.
- Successors and
Assigns. This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their respective successors and permitted assigns.
- No Representations
or Warranties. Except as expressly provided in this Agreement, PFPC hereby
disclaims all representations and warranties, express or implied, made to the
Fund or any other person, including, without limitation, any warranties
regarding quality, suitability, merchantability, fitness for a particular
purpose or otherwise (irrespective of any course of dealing, custom or usage of
trade), of any services or any goods provided incidental to services provided
under this Agreement. PFPC disclaims any warranty of title or non-infringement
except as otherwise set forth in this Agreement.
- Facsimile Signatures. The facsimile signature of any party to this Agreement
shall constitute the valid and binding execution hereof by such party.
- Relationship of
Parties. The performance by PFPC of its duties and obligations under this
Agreement shall be that of an independent contractor and, except as explicitly
provided otherwise herein, this Agreement shall not create or imply an agency
relationship between the Fund and PFPC, nor shall this Agreement be deemed to
constitute a joint venture or partnership between PFPC and the Fund.
- Agreement Binding Only on Fund Property. PFPC understands that the obligations of this Agreement are not binding upon any shareholder of the Fund, personally, but bind only the Fund’s property; PFPC represents that it has notice of the Fund’s Declaration of Trust disclaiming shareholder liabilities for acts and obligations of the Fund.
- Entire Agreement. This Agreement embodies the entire agreement and understanding
between the parties and supersedes all prior agreements and understandings
relating to the subject matter hereof, provided that the parties may embody in
one or more separate documents their agreement, if any, with respect to
delegated duties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.
PFPC INC. By: /s/ Xxxxxxx Xxxxxxx ------------------- Title: Chairman THE AAL MUTUAL FUNDS By: /s/ Xxxxxx X. Same ------------------ Title: President
SCHEDULE A
List of Funds
Effective February 10, 2001
- The AAL Technology Stock Fund
- The AAL Aggressive Growth Fund
- The AAL Small Cap Stock Fund
- The AAL Small Cap Index Fund II
- The AAL Mid Cap Stock Fund
- The AAL Mid Cap Index Fund
- The AAL Mid Cap Index Fund II
- The AAL International Fund
- The AAL Capital Growth Fund
- The AAL Large Company Index Fund
- The AAL Large Company Index Fund II
- The AAL Equity Income Fund
- The AAL Balanced Fund
- The AAL High Yield Bond Fund
- The AAL Municipal Bond Fund
- The AAL Bond Fund
- The AAL Bond Index Fund
- The AAL Money Market Fund
- The AAL U.S. Government Zero Coupon Target Fund, Series 2001
- The AAL U.S. Government Zero Coupon Target Fund, Series 2006