Exhibit (h)(3)
ADMINISTRATION AGREEMENT
THIS AGREEMENT is made and entered into this ____ day of _____________,
2001, by and between AHA INVESTMENT FUNDS, INC., a Maryland corporation (the
"Fund"), and CCM ADVISORS, LLC, a Delaware limited liability company ("CCMA").
WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Fund has established separate series of shares ("Shares"),
each corresponding to a separate investment portfolio having its own investment
objective, and may establish additional series in the future (such existing and
future series are collectively referred to herein as the "Funds");
WHEREAS, the Fund desires to retain CCMA to render administrative
services to the Fund and each of its series listed on Appendix A, as amended
from time to time, in the manner and on the terms and conditions set forth
below; and
WHEREAS, CCMA is willing to provide administrative services to the Fund
and each of its series, in the manner and on the terms and conditions set forth
below;
NOW, THEREFORE, in consideration of their mutual promises, the Fund
and CCMA agree as follows:
ARTICLE 1
EMPLOYMENT OF CCMA
1.1 The Fund hereby employs CCMA to administer, or
arrange for the administration of, its affairs to the extent requested by,
and subject to the supervision and control of, the Board of Directors of the
Fund (the "Directors") for the period and upon the terms herein set forth.
1.2 CCMA accepts such employment and agrees during
such period at its own expense to render the services, or to arrange for the
services to be rendered, and to assume the obligations herein set forth for
the compensation herein provided.
1.3 CCMA shall for purposes of this Agreement be
deemed to be an independent contractor, and unless otherwise expressly
provided or authorized shall have no authority to act for or represent the
Fund in any way or otherwise be deemed an agent of the Fund.
1.4 The services of CCMA herein provided are not to be
deemed exclusive and CCMA shall be free to render similar services or other
services to others so long as its services hereunder shall not be impaired
thereby.
ARTICLE 2
DUTIES OF CCMA
2.1 ADMINISTRATIVE SERVICES. Subject to the terms of
this Agreement and the supervision and control of the Directors, CCMA shall
be responsible for all aspects of the Fund's administration and operation and
shall supervise the business and affairs of the Fund and each Portfolio,
providing such services and facilities as may be required for the effective
administration of the Fund and Portfolios as are not provided by employees or
other agents engaged by the Fund; provided that CCMA shall not have any
obligation to provide under this Agreement any such services which are the
subject of a separate agreement or arrangement between the Fund and CCMA, any
affiliate of CCMA, or any third party administrator. Such administrative
services include, but are not limited to:
(a) Preparation and maintenance of the Fund's
registration statement with the Securities and Exchange Commission ("SEC");
(b) Preparation and periodic updating of the
prospectus and statement of additional information for the Portfolios
("Prospectus");
(c) Preparation, filing with appropriate
regulatory authorities, and dissemination of various reports for the Portfolios,
including but not limited to semiannual reports to shareholders under Section
30(d) of the 1940 Act, annual and semiannual reports on Form N-SAR, and notices
pursuant to Rule 24f-2;
(d) Arrangement for all meetings of
shareholders, including the collection of all information required for
preparation of proxy statements, the preparation and filing with appropriate
regulatory agencies of such proxy statements, the supervision of solicitation of
shareholders and shareholder nominees in connection therewith, tabulation (or
supervision of the tabulation) of votes, response to all inquiries regarding
such meetings from shareholders, the public and the media, and preparation and
retention of all minutes and all other records required to be kept in connection
with such meetings;
(e) Maintenance and retention of all Fund
charter documents and the filing of all documents required to maintain the
Fund's status as a Maryland corporation and as a registered open-end investment
company;
(f) Arrangement and preparation and
dissemination of all materials for meetings of the Directors and committees
thereof and preparation and retention of all minutes and other records thereof;
(g) Preparation and filing of the Fund's
Federal, state, and local income tax returns and calculation of any tax required
to be paid in connection therewith;
(h) Calculation of all Fund and Portfolio
expenses and arrangement for the payment thereof;
(i) Calculation of and arrangement for payment
of all income, capital gain, and other distributions to shareholders of each
Portfolio;
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(j) Determination, after consultation with the
officers of the Fund, of the jurisdictions in which Shares shall be qualified
for sale, or may be sold pursuant to an exemption from such qualification, and
preparation and maintenance of the qualification of the Shares for sale under
the securities laws of each such jurisdiction;
(k) Provision of the services of person who may
be appointed as officers of the Fund by the Directors (it is agreed that some
person or persons may be officers of both the Fund and CCMA, and that the
existence of any such dual interest shall not affect the validity of this
Agreement except as otherwise provided by specific provision of applicable law);
(l) Preparation and dissemination of the Fund's
and each Portfolio's quarterly financial information to the Directors and
preparation of such other reports relating to the business and affairs of the
Fund and each Portfolio as the officers and Directors may from time to time
reasonably request;
(m) Administration of the Fund's Code of Ethics
and required reporting to the Directors of director and officer compliance
therewith;
(n) Provision of internal legal, accounting,
compliance, audit, and risk management services and periodic reporting to the
Directors with respect to such services;
(o) Negotiation, administration, and oversight
of third party services to the Fund including, but not limited to, custody, tax,
transfer agency, disaster recovery, audit, and legal services;
(p) Negotiation and arrangement for insurance
desired or required of the Fund and administering all claims thereunder;
(q) Response to all inquiries by regulatory
agencies, the press, and the general public concerning the business and affairs
of the Fund, including the oversight of all periodic inspections of the
operations of the Fund and its agents by regulatory authorities and responses to
subpoenas and tax levies;
(r) Handling and resolution of any complaints
registered with the Fund by shareholders, regulatory authorities, and the
general public;
(s) Monitoring legal, tax, regulatory, and
industry developments related to the business affairs of the Fund and
communicating such developments to the officers and the Directors as they may
reasonably request or as CCMA believes appropriate;
(t) Administration of operating policies of the
Fund and recommendation to the officers and the Directors of the Fund of
modifications to such policies to facilitate the protection of shareholders or
market competitiveness of the Fund and Portfolio and to the extent necessary to
comply with new legal or regulatory requirements;
(u) Responding to surveys conducted by third
parties and reporting of Portfolio performance and other portfolio information;
and
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(v) Filing of claims, class actions involving
portfolio securities, and handling administrative matters in connection with the
litigation or settlement of such claims.
ARTICLE 3
ALLOCATION OF CHARGES AND EXPENSES
3.1 CHARGES AND EXPENSES ALLOCATED TO CCMA. CCMA shall
provide all executive, administrative, clerical and other personnel necessary
to operate the Fund and shall pay the salaries and other costs of employing
all of these persons. CCMA shall also furnish the Fund with office space,
facilities, and equipment and shall pay the day-to-day expenses related to
the operation and maintenance of such office space, facilities and equipment.
All expenses incurred in the organization of the Fund or of any new
Portfolios of the Fund, including legal and accounting expenses and certain
costs of registering securities of the Fund under federal law and qualifying
for sale under state securities laws, shall also be paid by CCMA.
3.2 CHARGES AND EXPENSES ALLOCATED TO THE FUND.
(a) The Fund shall be responsible for payment of
all expenses it may incur in its operation and all of its general administrative
expenses, except those expressly assumed by CCMA as described in Section 3.1
above. These include (by way of description and not of limitation), any share
redemption expenses, expenses of portfolio transactions, shareholder servicing
costs, pricing costs, interest on borrowings by the Fund, charges of the
custodians and transfer agent, if any, cost of auditing services, non-interested
Directors' fees, all taxes and fees, investment advisory fees (other than
subadvisory fees), certain insurance premiums, cost of maintenance of corporate
existence, investor services (including allocable personnel and telephone
expenses), costs of printing and mailing updated Fund prospectuses to
shareholders and contractholders, preparing, printing and mailing proxy
statements and shareholder reports to shareholders and contractholders, the cost
of paying dividends and capital gains distributions, costs of director and
shareholder meetings, dues to trade organizations, and any extraordinary
expenses, including litigation costs in legal actions involving the Fund, or
costs related to indemnification of Directors, officers and employees of the
Fund.
(b) In connection with the services to be
provided by CCMA under this Agreement, CCMA may to the extent that it deems
appropriate, make use of subcontractors selected by CCMA, provided that CCMA
shall supervise and remain fully responsible for the services of all such third
parties in accordance with and to the extent provided by this Agreement. All
costs and expenses associated with services provided by any such third parties
shall be borne by CCMA or such parties.
(c) The Fund shall be free to retain at its
expense other persons to furnish it with any services whatsoever, including,
without limitation, statistical, factual or technical information or advice.
(d) Any expenses borne by the Fund that are
attributable solely to the operation or business of a Portfolio shall be paid
solely out of Portfolio assets. Any expense borne by the Fund which is not
solely attributable to a Portfolio, nor solely to any other series of
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shares of the Fund, shall be apportioned in such a manner as CCMA determines
is fair and appropriate, or as otherwise specified by the Directors.
ARTICLE 4
COMPENSATION OF CCMA
4.1 (a) For the services to be rendered, the
facilities to be furnished and the payments to be made by CCMA, as provided
herein, the Fund shall pay to CCMA for each of the Fund's fiscal quarters on
the last day of each such quarter a fee based upon the average daily net
assets of each Portfolio, as determined pursuant to the Fund's registration
statement and declaration of Fund, at the following annual rates:
PORTFOLIO RATE
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4.2 For the quarter and year in which this agreement
becomes effective or terminates there shall be an appropriate proration on
the basis of the number of days that the agreement is in effect during the
quarter and year respectively.
4.3 If, pursuant to the Fund's Registration Statement
and Articles of Incorporation, the net asset value is not required to be
determined on any particular business day, then for the purpose of the
foregoing computations, the net asset value of a share as last determined
shall be deemed to be the net asset value of a share as of the close of
business on that day.
ARTICLE 5
LIMITATIONS OF LIABILITY
5.1 LIMITATION OF LIABILITY OF CCMA. CCMA shall give
the Fund the benefit of CCMA's reasonable best judgment and efforts in
rendering services under this agreement; provided, that CCMA shall not be
liable for any error of judgment or import of law, or for any loss suffered
by the Fund in connection with the matters to which this agreement relates,
except loss resulting from: (i) willful misfeasance, bad faith or gross
negligence on the part of CCMA in the performance of its obligations and
duties under this agreement; and (ii) its reckless disregard of its
obligations and duties under this agreement.
5.2 LIMITATION OF LIABILITY OF FUND. CCMA acknowledges
that it has received notice of and accepts the limitations on the Fund's
liability as set forth in the Fund's Articles of Incorporation, as amended
from time to time. In accordance therewith, CCMA agrees that the Fund's
obligations hereunder shall be limited to the assets of the Portfolios, and
with respect to each Portfolio shall be limited to the assets of such
Portfolio, and no party shall seek satisfaction of any such obligation from
any shareholder of the Fund, nor from any director, officer, employee or
agent of the Fund.
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ARTICLE 6
BOOKS AND RECORDS
6.1 CCMA hereby undertakes and agrees to maintain, in
the form and for the period required, all records relating to the Fund's
investments that are required to be maintained by the Fund pursuant to
applicable law.
6.2 CCMA agrees that all books and records which it
maintains for the Fund are the property of the Fund and further agrees to
surrender promptly to the Fund any such books, records or information upon
the Fund's request. All such books and records shall be made available,
within five business days of a written request, to the Fund's accountants or
auditors during regular business hours at CCMA's offices. The Fund or its
authorized representative shall have the right to copy any records in the
possession of CCMA which pertain to the Fund. Such books, records,
information or reports shall be made available to properly authorized
government representatives consistent with state and federal law and/or
regulations. In the event of the termination of this agreement, all such
books, records or other information shall be returned to the Fund free from
any claim or assertion of rights by CCMA.
6.3 CCMA further agrees that it will not disclose or
use any records or information obtained pursuant to this agreement in any
manner whatsoever except as authorized in this agreement and that it will
keep confidential any information obtained pursuant to this agreement and
disclose such information only if the Fund has authorized such disclosure, or
if such disclosure is required by federal or state regulatory authorities.
ARTICLE 7
DURATION AND TERMINATION OF THIS AGREEMENT
7.1 EFFECTIVE DATE AND TERM. This agreement shall
become effective at the time at which it is approved by the Fund's Directors.
The agreement shall continue in effect from year to year unless terminated as
set forth in Section 7.2.
7.2 TERMINATION.
(a) As to any Portfolio or the Fund, this
agreement may be terminated at any time, without penalty, by vote of the
Directors or by CCMA, on sixty (60) days' written notice to the other party.
(b) This agreement may be terminated at any time
without the payment of any penalty by vote of the Directors in the event that it
shall have been established by a court of competent jurisdiction that CCMA or
any officer or director of CCMA has taken any action which results in a breach
of the covenants of CCMA set forth herein.
(c) This agreement shall not be assigned without
the prior written consent of the Fund.
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ARTICLE 8
AMENDMENTS TO THIS AGREEMENT
8.1 This agreement may be amended as to each Portfolio
by the parties only if such amendment is specifically approved by the
Directors.
ARTICLE 9
NOTICES
9.1 Any notice shall be sufficiently given when sent
by registered or certified mail to the other party at the address of such
party set forth below or at such other address as such party may from time to
time specify in writing to the other party.
If to the Fund:
AHA Investment Funds, Inc.
▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
If to CCMA:
CCM Advisors, LLC.
▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
ARTICLE 10
MISCELLANEOUS PROVISIONS
10.1 OTHER RELATIONSHIPS. It is understood that the
officers, directors, agents, shareholders and other affiliates of the Fund
are or may be interested in CCMA as officers, directors, agents,
shareholders, affiliates or otherwise, and that the officers, directors,
shareholders, agents and other affiliates of CCMA may be interested in the
Fund otherwise than as a shareholder.
10.2 DEFINITIONS OF CERTAIN TERMS. The terms
"assignment", "affiliated person" and "interested person", when used in this
agreement, shall have the respective meanings specified in the 1940 Act.
10.3 APPLICABLE LAW.
(a) This agreement shall be construed and the
provisions hereof interpreted under and in accordance with the laws of Illinois
without regard to conflicts of law principles or precedents.
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(b) This agreement shall be subject to the
provisions of the Securities Act of 1933, Securities Exchange Act of 1934, the
1940 Act, the Investment Advisers Act of 1940 and the rules and regulations and
rulings thereunder, including such exemptions from those statutes, rules and
regulations as the SEC may grant and the terms hereof shall be interpreted and
construed in accordance therewith.
10.4 SEVERABILITY. 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.
10.5 CAPTIONS. The captions in this agreement are
included for convenience of reference only and in no way define or delineate
any of the provisions hereof or otherwise affect their construction or effect.
10.6 COUNTERPARTS. This agreement may be executed
simultaneously in multiple counterparts, each of which taken together shall
constitute one and the same instrument.
10.7 COOPERATION WITH AUTHORITIES. Each party hereto
shall cooperate with the other party and all appropriate governmental
authorities (including without limitation the SEC) and shall permit such
authorities reasonable access to its books and records in connection with any
investigation or inquiry relating to this agreement or the transactions
contemplated hereby.
10.8 CUMULATIVE RIGHTS. The rights, remedies and
obligations contained in this agreement are cumulative and are in addition to
any and all rights, remedies and obligations, at law or in equity, which the
parties hereto are entitled to under state and federal laws.
IN WITNESS WHEREOF, the parties hereto have caused this
agreement to be executed in their names and on their behalf by their duly
authorized officers all on the day and year first above written.
CCM ADVISORS, LLC
By:
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Title:
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AHA INVESTMENT FUNDS, INC.
By:
---------------------------------
Title:
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APPENDIX A
AHA Limited Maturity Fixed Income Fund
AHA Full Maturity Fixed Income Fund
AHA Balanced Master Portfolio
AHA Diversified Equity Fund
AHA U.S. Growth Equity Fund
AHA International Core Equity Fund
U.S. Government Money Market Master Portfolio
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