AMENDMENT AND RESTATEMENT
OF
TRANSFER AGENCY AGREEMENT
BY AND AMONG
AAL VARIABLE PRODUCTS SERIES FUND, INC.
AND
AID ASSOCIATION FOR LUTHERANS
DATED SEPTEMBER 27, 1994, AND AS
AMENDED MARCH 15, 1999
TABLE OF CONTENTS
Page
1. Documents...........................................................3
2. Authorized Shares...................................................4
3. AAL to Issue and Register Shares....................................4
4. Notice of Distribution..............................................5
5. Distributions.......................................................5
6. Redemptions and Repurchases.........................................5
7. Processing Transactions.............................................5
8. Tax Returns.........................................................5
9. Book and Records....................................................6
10. Information to be Furnished.........................................7
11. Proxies.............................................................7
12. Compliance with Governmental Rules and Regulations..................7
13. Force Majeure.......................................................7
14. Standard of Care and Indemnification................................7
15. Further Actions.....................................................8
16. Additional Portfolios...............................................8
17. Assignment and Agents...............................................9
18. Maryland Law to Apply...............................................9
19. Amendment and Termination...........................................9
TRANSFER AGENCY AGREEMENT
The TRANSFER AGENCY AGREEMENT made and entered into as of September 27,
1994 by and among the AAL VARIABLE PRODUCT SERIES FUND, INC. (the "FUND"), a
Maryland corporation, and AID ASSOCIATION FOR LUTHERANS ("AAL"), a fraternal
benefit society founded under the laws of the State of Wisconsin, is hereby
amended and restated as of the ___ day of _______________, 1999.
WITNESSETH THAT:
WHEREAS, the Fund is a diversified, open-end management investment
company, registered under the Investment Company Act of 1940 as amended ("1940
Act"), and authorized to issue shares of common stock, $.001 par value ("Common
Stock"), in separate series, with each such series representing an interest in a
separate portfolio of securities and other assets; and
WHEREAS, AAL, a fraternal benefit society founded in Wisconsin in 1902
and owned by and operated for its members, is currently licensed to transact
life insurance business in all 50 states and the District of Columbia and
intends to offer variable annuity and variable universal life certificates (the
"Certificates") in states where it has authority to issue variable contracts;
and
WHEREAS, the Fund intends to offer shares of the AAL Variable Product
Large Company Stock Portfolio, the AAL Variable Product Small Company Stock
Portfolio, the AAL Variable Product Bond Portfolio, the AAL Variable Product
Balanced Portfolio, the AAL Variable Product Money Market Portfolio, the AAL
Variable Product International Stock Portfolio and the AAL Variable Product High
Yield Bond Portfolio (such portfolios, together with all other portfolios
subsequently established by the Fund and made subject to this Agreement in
accordance with Section 16 hereof, the "Portfolios"), exclusively to
corresponding subaccounts of the AAL Variable Annuity Account I, AAL Variable
Annuity Account II, AAL Variable Life Account I (each of which funds certain
Certificates issued by AAL), the Aid Association for Lutherans Savings Plan, (a
qualified retirement plan under Section 401(k) of the Internal Revenue Code of
1986, as amended), and directly to AAL (the "Shareholders");
NOW THEREFORE, in consideration of the Fund making its shares available
for investment in connection with certain insurance products and qualified
retirement plans and for other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, but for no other fee or
reimbursement which is not specifically set forth herein, AAL is hereby
appointed Transfer Agent for the shares of the Fund and Dividend Disbursing
Agent for the Fund, and AAL accepts said appointment, subject to the following
terms and conditions:
1. DOCUMENTS
1.1 In connection with the appointment of AAL as Transfer Agent, the Fund
shall file with AAL the following documents:
a) A certified copy of the Articles of Incorporation of the Fund and
any amendments thereto;
b) A certified copy of the By-Laws of the Fund as amended to date;
c) A copy of the resolution of the Board of Directors of the Fund
authorizing this Agreement; and
d) An opinion of counsel for the Fund with respect to the validity
of the shares of the Fund, the number of shares authorized, the
number of shares allocated to each Portfolio, the status of
redeemed or repurchased shares and the number of shares of each
Portfolio with respect to which a registration statement under
the Securities Act of 1933, as amended ("1933 Act"), has been
filed and is in effect.
1.2 The Fund will also furnish to AAL from time to time the following
documents:
a) Each resolution of the Board of Directors of the Fund authorizing
the original issue of its shares or affecting the status of
redeemed or repurchased shares;
b) Each registration statement filed with the Securities and
Exchange Commission under the 1933 Act or under the 1940 Act and
amendments thereof, orders relating thereto and prospectuses and
statements of additional information (hereinafter collectively
referred to as "prospectus") in effect with respect to the sale
of shares of the Fund;
c) A certified copy of each amendment to the Articles of
Incorporation or the By-Laws of the Fund;
d) Certified copies of each resolution of the Board of Directors
authorizing officers to give instructions to the Transfer Agent;
and
e) Such other documents or opinions which AAL may, in its
discretion, reasonably deem necessary or appropriate in the
proper performance of its duties.
2. AUTHORIZED SHARES
The Fund certifies to AAL that as of the close of business on the date
of this Agreement, it has authorized a total of 2,000,000,000 (two billion)
shares of its Common Stock, of which 700,000,000 (seven hundred million) shares
are divided equally among the seven Portfolios, and certifies that by virtue of
its Articles of Incorporation and the provisions of the laws of the state of its
incorporation, shares of its Common Stock which are redeemed or re-purchased by
the Fund from the holder will be restored to the status of authorized and
unissued shares.
3. AAL TO ISSUE AND REGISTER SHARES
AAL shall issue and record the issuance of shares of the Common Stock of
the Fund. AAL shall notify the Fund and its "Custodian" (which term, whenever
used herein, shall mean each Custodian for the one or more Portfolios affected
by the transaction referred to) of every issuance, which notice shall include
the date, Portfolio, number of shares, and dollar amount of the transaction. AAL
shall compute the number of shares issuable in the case of an order for a dollar
amount of shares (or the purchase price in the case of an order for a specific
number of shares) at the net asset value per share for the Portfolio, as
described in the then-current prospectus of the Fund, unless the Board of
Directors of the Fund should otherwise direct.
4. NOTICE OF DISTRIBUTION
The Fund shall promptly inform AAL of the declaration of any dividend or
distribution on account of its shares, including the amount per share, record
date, date payable and the Portfolio.
5. DISTRIBUTIONS
AAL shall act as Dividend Disbursing Agent for the Fund, and, as such,
in accordance with the provisions of the Articles of Incorporation and the
then-current prospectus of the Fund, shall distribute or credit income and
capital gain payments to shareholders. The Fund will notify AAL of and cause the
Custodian to make available to AAL out of the assets of the Fund of the
appropriate Portfolio, the amount of any such payment to be paid out in cash.
AAL shall process the reinvestment of distributions in each Portfolio at the net
asset value per share for that Portfolio next computed after the payment, in
accordance with the then-current prospectus of the Fund. AAL shall notify the
Fund and the Custodian as to the number, Portfolio, dollar amount and date of
issue of shares by reinvestment of each distribution.
6. REDEMPTIONS AND REPURCHASES
AAL shall process each redemption or repurchase of shares at the net
asset value per share of that Portfolio, as described in the then-current
prospectus of the Fund, unless the Board of Directors of the Fund should
otherwise direct. Where redemption or repurchase of a dollar amount is required,
AAL shall calculate the number of shares to be redeemed or repurchased so as to
provide the shareholder with the dollar value required, and where a stated
number of shares is required, AAL shall compute the dollar amount of the
proceeds. In either case, AAL shall notify the Fund of the number of shares and
the Portfolio out of which the shares are to be redeemed or repurchased, and the
dollar amount and date of the redemption or repurchase, and shall direct the
Fund to make the required amount of proceeds available to the shareholder out of
the assets of that Portfolio. The Fund shall cause its Custodian to make such
proceeds available not more than seven calendar days after receipt of the
redemption or repurchase request.
7. PROCESSING TRANSACTIONS
In calculating the number of shares to be issued on purchase or
reinvestment, or redeemed or repurchased, or the amount of the purchase payment
or redemption or repurchase proceeds owed, AAL shall use the net asset value per
share computed by AAL in accordance with the investment advisory agreement
between the Fund and AAL.
The authority of AAL to process purchases, reinvestments, redemptions
and repurchases shall be suspended upon receipt of notification by AAL of the
suspension of the determination of the net asset value of the Portfolios of the
Fund, until such suspension has been lifted.
8. TAX RETURNS
AAL shall, if necessary, prepare, file with the Internal Revenue Service
and with the appropriate state agencies, and, if required, mail to shareholders
such returns for reporting dividends and distributions paid as are required to
be so filed and mailed under applicable federal and state income tax laws, rules
and regulations.
9. BOOK AND RECORDS
With respect to each Portfolio, AAL shall maintain records showing for
each shareholder's account the following:
a) Names, address and tax identifying numbers;
b) Number of shares of each Portfolio held;
c) Historical information regarding transactions with respect to
each Portfolio, including purchases, redemptions, dividends and
distributions, transfers, and any other transactions, with date
and price for all transactions;
d) Any stop or restraining order placed against the account;
e) Correspondence relating to the current maintenance of the
account;
f) Any information required in order for the AAL to perform the
calculations contemplated or required by this Agreement; and
g) Such other records as the Fund may from time to time reasonably
request, and any other document pertinent to the above, or to
functions that the parties to a transfer agent agreement may
assign to the transfer agent.
Any such records required to be maintained by Rule 31a-1 of the General
Rules and Regulations under the 1940 Act shall be preserved by AAL for the
periods prescribed in Rule 31a-2 of said rules. Such record retention shall be
at the expense of AAL and records may be inspected by the Fund or its designees
at reasonable times, and, upon reasonable request of the Fund, copies of records
shall be provided at AAL expense to the Fund or its designee. AAL may, at its
option at any time, and shall forthwith upon the demand of the Fund, turn over
to the Fund and cease to retain in AAL files, records and documents created and
maintained by AAL pursuant to this Agreement which are no longer needed by AAL
in performance of its services or for its protection. If not so turned over to
the Fund, such records and documents will be retained by AAL for six years from
the year of creation, during the first two of which such documents will be in
readily accessible form. At the end of the six year period, such records and
documents will either be turned over to the Fund, or destroyed in accordance
with the authorization of the Fund.
Any such records required to be maintained by Maryland General
Corporation Law shall be maintained by AAL upon the terms thereunder.
Any such records maintained by AAL pursuant to this Agreement are deemed
to be the property of the Fund and will be promptly surrendered or made
available to the Fund or its designee, without charge, except for reimbursement
of expenses for surrender of such documents, upon request by the Fund or upon
termination of this Agreement.
AAL and the Fund agree that all books, records, information and data
pertaining to the business of the other Party which are exchanged or received
pursuant to the negotiation or the carrying out of this Agreement shall remain
confidential, and shall not be voluntarily disclosed to any other person, except
as may be required by law.
10. INFORMATION TO BE FURNISHED
AAL shall furnish to the Fund such other information, including
statistical information, as needed to implement the provisions of this Agreement
and as may be agreed upon from time to time.
AAL shall report to the Fund regarding its performance under this
Agreement as may be reasonably requested by the Fund.
The Fund shall furnish to AAL such instructions and other information as
are needed to implement the provisions of this Agreement and as may be agreed
upon from time to time.
11. PROXIES
AAL shall mail or otherwise distribute such proxy cards and other
material supplied to it by the Fund in connection with shareholder meetings of
the Fund and shall receive, examine and tabulate returned proxies and voting
instructions and certify the vote of each Portfolio of the Fund.
12. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS
As between the Fund and AAL in its capacity as Transfer Agent, the Fund
assumes full responsibility for the preparation, contents and distribution of
each prospectus of the Fund and for complying with all applicable requirements
of the 1933 Act, the 1940 Act, and any laws, rules and regulations of
governmental authorities having jurisdiction over the Fund, except as may be
specifically provided herein.
13. FORCE MAJEURE
AAL shall not be liable for loss of data occurring by reason of
circumstances beyond its control, including but not limited to acts of civil or
military authority, national emergencies, fire, flood or catastrophe, acts of
God, insurrection, war, riots, or failure of transportation, communication or
power supply. AAL shall use its best efforts to minimize the likelihood of such
damage, loss of data, delays or errors resulting from uncontrollable events, and
if such damage, loss of data, delays or errors occur, AAL shall use its best
efforts to mitigate the effects of such occurrence.
14. STANDARD OF CARE AND INDEMNIFICATION
AAL shall at all times act in good faith and use its best efforts within
reasonable limits to ensure the accuracy of all services performed under this
Agreement, but assumes no responsibility and shall not be liable for loss or
damage due to errors; provided, that AAL shall indemnify and hold the Fund
harmless from all loss, cost, damage, and expense, including reasonable
attorneys' fees, incurred by the Fund as a result of AAL's gross negligence, bad
faith, or willful misfeasance in the performance of its duties, or by reason of
its reckless disregard of its obligations and duties under this Agreement, or
that of its officers, agents and employees, in the performance of this
Agreement.
The Fund shall indemnify and hold AAL harmless from all loss, cost,
damage and expense, including reasonable attorneys' fees incurred by it
resulting from any claim, demand, action or suit in connection with the
performance of its duties hereunder, or the functions of Transfer and Dividend
Disbursing Agent or as a result of acting upon any instruction reasonably
believed by it to have been properly executed by a duly authorized officer of
the Fund, or upon any information, data, records or documents provided AAL or
its agents by computer tape, telex, CRT data entry or other similar means
authorized by the Fund; provided, that this indemnification shall not apply to
actions or omissions of AAL in cases of its own gross negligence, bad faith or
willful misfeasance in the performance of its duties, or by reason of its
reckless disregard of its obligations and duties under this Agreement, or that
of its officers, agents and employees, in the performance of this agreement.
In order that the indemnification provisions contained in this Section
14 shall apply, however, it is understood that if in any case the one party (the
"Indemnitor") may be asked to indemnify or save the other party (the
"Indemnitee") harmless, the Indemnitor shall be fully and promptly advised of
all pertinent facts concerning the matters in question, and it is further
understood that the Indemnitee will use all reasonable care to identify and
notify the Indemnitor promptly concerning any situation which presents or
appears likely to present the probability of such a claim for indemnification
against the Indemnitor. The Indemnitor shall have the option to defend the
Indemnitee against any claim which may be the subject of this indemnification,
and in the event that the Indemnitor so elects, it will so notify the
Indemnitee, and thereupon the Indemnitor shall take over complete defense of the
claim, and the Indemnitee shall in such situations incur no further legal or
other expenses for which it shall seek or be entitled to indemnification under
this paragraph. The Indemnitee shall in no case confess any claim or make any
compromise in any case in which the Indemnitor will be asked to indemnify the
Indemnitee except with the Indemnitor's prior written consent.
Neither party to this Agreement shall be liable to the other party for
consequential damages under any provision of this Agreement or for any act or
failure to act hereunder.
15. FURTHER ACTIONS
Each party agrees to perform such further acts and execute such further
documents as are necessary to effectuate the purposes hereof.
16. ADDITIONAL PORTFOLIOS
In the event that the Fund establishes one or more Portfolios in
addition to the seven Portfolios with respect to which it desires to have AAL
render services as Transfer Agent and Dividend Disbursing Agent under the terms
hereof, it shall so notify AAL in writing, and if AAL agrees in writing to
provide such services, such Portfolio shall become a Portfolio hereunder. AAL
shall not unreasonably withhold approval of such new Portfolio.
17. ASSIGNMENT AND AGENTS
AAL may not assign this Agreement or delegate any of its
responsibilities hereunder without the express written consent of the Fund.
However, AAL may from time to time employ agents to act on its behalf to perform
and carry out its functions set forth as responsibilities of AAL in this
Agreement.
This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns.
18. MARYLAND LAW TO APPLY
This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with the laws of the State of Maryland.
19. AMENDMENT AND TERMINATION
This Agreement may be modified or amended from time to time by written
agreement between the parties hereto. This Agreement may be terminated at any
time by not less than one hundred twenty (120) days' written notice given by one
party to the other.
EXECUTED under seal as of the day and year above written:
AID ASSOCIATION FOR LUTHERANS AAL VARIABLE PRODUCT SERIES FUND, INC.
By: /s/Xxxx X. Xxxxxxx By: /s/Xxxxxx X. Xxxxxxx
--------------------------------- ------------------------------
Xxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx
President and President
Chief Executive Officer
By: /s/Xxxxxxx X. Xxx By: /s/Xxxxxx X. Xxxxxxxxx
--------------------------------- ------------------------------
Xxxxxxx X. Xxx Xxxxxx X. Xxxxxxxxx
Senior Vice President, Secretary
Secretary and General Counsel
