SHAREHOLDER MAINTENANCE AGREEMENT
This Agreement effective April 1, 1995, by and between The AAL Mutual Funds, a
Massachusetts Business Trust, ("The Funds"), and AAL Capital Management
Corporation, a Delaware Corporation ("CMC").
WHEREAS, The Board of Trustees desires to provide shareholders of The Funds
certain shareholder services now commonly provided in the mutual fund industry
but not currently provided, under contract, to The Funds' shareholders; and
WHEREAS, a majority of the Board of Trustees, including all of the disinterested
Trustees, have approved this Agreement between The Funds and CMC, and in so
approving, made the following findings:
a. The Agreement is in the best interest of The Funds and its
shareholders;
b. The services described in the Agreement are necessary for the
operation of The Funds and are not services that are appropriately
funded by fees paid under The Funds' Rule 12b-1 Distribution Plan;
c. CMC can provide services, the nature and quality of which are at least
equal to those provided by others offering the same or similar
services;
d. The fees for such services are fair and reasonable in light of the
usual and customary charges made by others for the same or similar
services; and
e. CMC has the knowledge and experience concerning the operations of The
Funds that would enable it to provide a quality of service not
currently available from a third party, and
WHEREAS, the Funds desire CMC to render the service to the Funds in the manner
and on the terms and conditions hereinafter set forth with respect to each of
the Funds' Series identified on Schedule A attached hereto, as modified from
time-to-time by the mutual consent of the parties.
NOW THEREFORE, in consideration of the mutual covenants and agreements set forth
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Description of Services. CMC shall provide certain shareholder services,
including:
1.1 Operating a toll-free telephone number staffed by licensed investment
professionals at least 9 hours per day. The assistance provided will
include providing current account information as well as explanation
and assistance with The Funds' procedures and practices;
1.2 Operating a recording system, staffed by licensed investment
professionals, to facilitate shareholder telephone transactions and
serve as documentation for such transactions;
1.3 Providing trained personnel to research and answer shareholder written
correspondence and requests for documents directed to The Funds;
1.4 Providing, on or before May 1, 1995, the hardware, software
programming and maintenance, to operate a 24 hour Voice Response Unit
(VRU) to provide shareholders with 24 hour access to basic Fund and
account information;
1.5 Quality control of all new accounts;
1.6 Pre-processing of all new accounts and subsequent orders received by
CMC;
1.7 Availability and maintenance of a computerized application for new
account purchases; and
1.8 Electronic Funds processing.
2. Payment for Services. The fee payable to CMC is the difference between the
standard fee schedule of Firstar Trust Company (Firstar) and the fees
currently charged to the Funds by Firstar for active shareholder accounts,
plus reimbursement for actual out-of-pocket expenses incurred by CMC in the
course of providing such services, including, without limitation, expenses
for telephone services and postage. The rate of this fee and the amounts
reimbursed to CMC for out-of-pocket expenses shall be reviewed no less
frequently than annually by the Board of Trustees, at such time as said
Board reviews The Funds' contract with Firstar. Fees under this Agreement
shall be accrued daily and payable monthly.
3. Employees. All personnel assigned by CMC to perform services under the
Agreement will be employees of CMC. CMC will be considered, for all
purposes, an independent contractor, and it will not directly or indirectly
make any commitment or incur any liabilities on behalf of The Funds without
prior written consent from an authorized Officer of the Funds.
4. Term of Agreement. The term of this Agreement shall begin on the date first
above written, and, will continue in effect from year-to-year as it
pertains to each series, subject to the termination provisions and all
other terms and conditions hereof, so long as such continuation shall be
specifically approved at least annually by the Board of Trustees of the
Fund or by vote of a majority of the outstanding voting securities of such
series and, concurrently with such approval by the Board of Trustees or
prior to such approval by the holders of the outstanding voting securities
of such series, as the case may be, by the vote, cast in person at a
meeting called for the purpose of voting on such approval, of a majority of
the Trustees of the Fund who are not parties to this Agreement or
interested persons of any such party.
5. Termination of Agreement. This Agreement may be terminated by any party
hereto either as it pertains generally to all of the series or as it
pertains to a particular series, without the payment of any penalty, upon
60 days' prior notice in writing to the other party; provided, that in the
case of termination by the Fund such action shall have been authorized by
resolution of a majority of the Trustees of the Fund who are not parties to
this Agreement or interested persons of any such party, or by vote of a
majority of the outstanding voting securities of each series affected by
such termination.
6. Miscellaneous.
6.1 Services by Others. CMC may, at its cost, subcontract with others to
better provide shareholders with the services described in this
Agreement; provided CMC shall be responsible for the performance by
such third party(ies) as though CMC had directly provided the service.
6.2 Ownership of Records. CMC shall maintain all records arising from
services provided hereunder and required to be maintained and
preserved by The Funds pursuant to all applicable laws and
regulations. CMC shall surrender these records promptly upon request
of The Funds.
6.3 Reports to The Board of Trustees. CMC shall provide the Board of
Trustees, at such times as it may request, information concerning
CMC's performance under this Agreement, including information as to
costs actually incurred and the volume and nature of shareholder
contacts.
6.4 Services to Others. Nothing contained herein shall limit CMC or any
affiliate from providing services to third parties or to engage in
other business activities.
6.5 Agreement Binding only on Trust Property. CMC understands that the
obligations of this Agreement are not binding on any shareholder of
The Funds personally, but bind only The Funds' property. CMC
represents that it has notice of The Funds' Declaration of Trust
disclaiming shareholder liability for acts and obligations of The
Funds.
6.6 Law and Enforceability. This Agreement shall be construed according to
the laws of the State of Wisconsin and the invalidity or
unenforceability of any provision shall not affect or impair any other
provisions.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their
respective officers, effective the date first above written.
ATTEST: THE AAL MUTUAL FUNDS
/s/▇▇▇▇▇▇ ▇. Same /s/▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. Same, Secretary ▇▇▇▇ ▇. ▇▇▇▇▇▇, President
ATTEST: AAL CAPITAL MANAGEMENT CORPORATION
/s/▇▇▇▇▇▇ ▇. Same /s/H. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. Same, Secretary H. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, President
SHAREHOLDER MAINTENANCE AGREEMENT
SCHEDULE A
(EFFECTIVE APRIL 1, 1995)
The AAL Capital Growth Fund
The AAL Bond Fund
The AAL Municipal Bond 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
The AAL Smaller Company Stock Fund
The AAL Utilities Fund
AMENDMENT NO. 6
TO
SHAREHOLDER MAINTENANCE AGREEMENT
The Shareholder Maintenance Agreement between The AAL Mutual Funds and AAL
Capital Management Corporation, as amended, effective January 8, 1997, is hereby
amended, December 31, 1999, as follows:
1. Schedule A, attached to the Shareholder Maintenance Agreement, is
amended to add The AAL Large Company Index Fund, The AAL Mid Cap Index
Fund, and The AAL Bond Index Fund.
A revised Exhibit A, effective as of the date of this Amendment No. 6 is
attached an incorporated herein.
IN WITNESS WHEREOF the parties have caused this Amendment to be signed by their
respective officers effective December 31, 1999.
ATTEST: THE AAL MUTUAL FUNDS
By: /s/▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/▇▇▇▇▇▇ ▇. Same
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▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. Same
ATTEST: AAL CAPITAL MANAGEMENT CORPORATION
By: /s/▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/▇▇▇▇▇▇ ▇. Same
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▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. Same
SHAREHOLDER MAINTENANCE AGREEMENT
SCHEDULE A
(EFFECTIVE DECEMBER 31, 1999)
1. The AAL Capital Growth Fund
2. The AAL Bond Fund
3. The AAL Municipal Bond Fund
4. The AAL Money Market Fund'
5. The AAL U.S. Government Zero Coupon Target Fund, Series 2001
6. The AAL U.S. Government Zero Coupon Target Fund, Series 2006
7. The AAL Mid Cap Stock Fund (f/k/a The AAL Smaller Company Stock Fund)
8. The AAL Equity Income Fund (f/k/a The AAL Utilities Fund)
9. The AAL Small Cap Stock Fund
10. The AAL International Fund
11. The AAL High Yield Bond Fund
12. The AAL Balanced Fund
13. The AAL Large Company Index Fund
14. The AAL Mid Cap Index Fund
15. The AAL Bond Index Fund